Common use of Term of Option Clause in Contracts

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”), but shall be subject to earlier termination as provided herein. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Date, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration Date. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Date, or on or prior to originally prescribed term of the Option Expiration Date, whichever is earlierOption, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after following the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may continue to exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination DateOption, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause“cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to term originally prescribed by the Option Expiration DateOption. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death originally prescribed term of the Participant or, if earlier, on or prior to the Option Expiration DateOption. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten six years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (the “Termination Datecause”), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause“cause”, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. (a) This Option shall terminate ten years from on the date of this Agreement set forth in Exhibit A (the “Option Expiration Date”), ) but shall be subject to earlier termination as provided herein. herein or in the Plan. (b) If the Participant ceases to be an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereofhereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised within three months one year after the Termination Date, or on or prior to the Option Expiration Date, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. . (c) Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration Date. . (d) In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. . (i) In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (bii) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. . (e) In the event of the death of the Participant while an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (xi) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (yii) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause "cause" (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s 's Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant's termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s 's service is terminated by the Company or an Affiliate for Cause"cause" (as defined in the Plan), the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause, "cause," then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”), but shall be subject to earlier termination as provided herein. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Date, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option as of the Termination Date that is not subject to accelerated vesting pursuant to Section 3 hereof shall not never be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration Date. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause“cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten (10) years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three twelve (12) months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three twelve (12) months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causesuch termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that to exercise the Option as would have accrued on the next vesting date had the Participant not become DisabledDisabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause“cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten expire at 5:00 p.m., Central Time, on the date six (6) years from the date of this Agreement Grant Date (the “Option Expiration Final Exercise Date”), but shall be subject to earlier termination as provided hereinherein or in the Plan or the LTIP; provided, however that termination or expiration of the Plan or the LTIP shall not affect the Option or the rights of the Participant under this Agreement. If the Participant ceases to be an employee, director or consultant employee of the Company or of an Affiliate affiliate of the Company for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (the “Termination Date”)Cause, the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three (3) months after the Termination Datedate the Participant ceases to be an employee of the Company or an affiliate of the Company, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but in no event may not the Option be exercised thereafter except as set forth belowafter the Final Exercise Date. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the Termination Datetermination of employment, the Participant or the Participant’s Survivors survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Datedate of the Participant’s termination of employment, but in no event after the Option Expiration Final Exercise Date. In the event the Participant’s service employment is terminated by the Company or an Affiliate affiliate of the Company for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causesuch termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator of the Plan determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminateterminate and the Company shall be entitled to recover from the Participant any and all Shares which were previously acquired through exercise of this Option. In the event of the Disability of the ParticipantParticipant while an employee of the Company or an affiliate of the Company, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability employment or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that to exercise the Option as would have accrued on the next vesting date had the Participant not become DisabledDisabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant employee of the Company or of an Affiliateaffiliate of the Company, the Option shall be exercisable by the Participant’s Survivors survivors within one (1) year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that to exercise the Option as would have accrued on the next vesting date had the Participant not dieddied prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the Participant’s date of death.

Term of Option. This An Option shall terminate ten years from expire on the date of this Agreement (specified in the “Agreement. In addition, an Option Expiration Date”), but shall be subject to earlier termination as provided herein. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or expire upon termination of the Participant for Cause (the “Termination Date”)Optionee's service as an Employee, the Option if such termination occurs first, subject to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Date, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration Date. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisablefollowing provisions: (a) If the Employment Termination is caused by the Optionee's death, then the Option (to the extent not previously exercised) may be exercised within twenty four (24) months after the Optionee's death by the Optionee's executors or administrators or by any person or persons who have acquired the Option directly from the Optionee by bequest or inheritance ("Optionee's Representative"). (b) If the Employment Termination is caused by the Optionee being determined to be fully and permanently disabled within the meaning of the Corporation's disability insurance policy then in effect, the Option (to the extent not previously exercised) may be exercised within twenty four (24) months after such Employment Termination. (c) If the Employment Termination is caused by the Corporation without Good Cause, the Option (to the extent not previously exercised) may be exercised within twenty four (24) months after such Employment Termination, but only to the extent that the Option has become was exercisable but has not been exercised as under Paragraph 2 of these Terms on the date of the Participant’s termination of service due to Disability; andtermination. (d) If Employment Termination is caused by any reason other than as provided in paragraphs (a), (b) in the event rights to exercise and (c) above, the Option accrue periodically, (to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall previously exercised) may be based upon the number of exercised within sixty (60) days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant ortermination, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) but only to the extent that the Option has become was exercisable but has not been exercised as under Paragraph 2 of these Terms on the date of death; and (y) in the event rights to exercise termination. If the Optionee dies within such period, the Option accrue periodically, (to the extent not previously exercised) may be exercised within twelve (12) months after the Optionee's death by the Optionee's Representative, but only to the extent that the Option was exercisable under Paragraph 2 of a pro rata portion through these Terms on the date of death the termination. Any other provision of any additional vesting rights that would have accrued on an agreement or these Terms to the next vesting contrary notwithstanding, an Option shall not be exercisable after the expiration date had set forth in the Participant not diedAgreement. The proration For purposes of this Paragraph 3, the Employee relationship shall be based upon deemed to continue while the number Optionee is acting as a consultant, or is on military leave, sick leave or other bona fide leave of days accrued absence (to be determined in the current vesting period prior to sole discretion of the Participant’s date of deathBoard).

Term of Option. This Option shall terminate ten years from the date of this Agreement (or, if the “Option Expiration Date”)Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Employee or termination of the Participant Employee’s employment for Cause (the “Termination Datecause”), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Employee ceases to be an employee of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three months after the Termination Datetermination of employment, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Employee’s termination of employment, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the ParticipantEmployee’s service employment is terminated by the Company or an Affiliate Employee’s employer for Cause“cause”, the ParticipantEmployee’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant Employee is notified his or her service employment is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute Cause, “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one year after the ParticipantEmployee’s termination of service due to Disability employment or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant Employee while an employee, director or consultant employee of the Company or of an Affiliate, the Option shall be exercisable by the ParticipantEmployee’s Survivors within one year after the date of death of the Participant Employee or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the ParticipantEmployee’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director employee or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause "cause" (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee or consultant of the Company or of an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s 's Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant's termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s 's service is terminated by the Company or by an Affiliate for Cause"cause" (as defined in the Plan), the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause"cause" (as defined in the Plan), then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director employee or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death.

Term of Option. This The Option shall terminate ten (10) years from the Effective Date or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability (as defined in the Employment Agreement, dated November [ ], 2011, between the Company and the Participant (the “Employment Agreement”) of the Participant, Participant or termination of the Participant for Cause (as defined in the “Termination Date”Employment Agreement)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of employment, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of employment, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment is terminated by the Company or an Affiliate for CauseCause (as defined in the Employment Agreement), the Participant’s right to exercise any unexercised portion of this the Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment is terminated for Cause, and this the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this the Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability employment or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant employee of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten (10) years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three twelve (12) months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three twelve (12) months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causesuch termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that to exercise the Option as would have accrued on the next vesting date had the Participant not become DisabledDisabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that to exercise the Option as would have accrued on the next vesting date had the Participant not dieddied prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date Date of Grant as set forth on the Option Certificate attached to this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. (a) This Option shall terminate ten (10) years from the date Grant Date of this Agreement (the “Option Expiration Date”)Option, but shall be subject to earlier termination as provided herein. herein or in the Plan. (b) If the Participant Consultant ceases to be an employee, director or consultant a Consultant of the Company or of an Affiliate (for any reason other than the death or Disability termination by the Company for cause), then Consultant may exercise this Option (subject to the provisions herein and in the Plan regarding exercise of the ParticipantOption) but only within six (6) months and one (1) day after the date on which Consultant ceased to be a Consultant, or termination provided, however, in no event may this Option be exercised any later than ten (10) years after the Grant Date of the Participant for Cause (the “Termination Date”), the Option to the extent vested and exercisable pursuant to Section 3 hereofthis Option, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Date, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, this Option shall be exercisable only to the unvested portion extent that the right to purchase shares under the Plan has accrued and is in effect at the date of such cessation of the Option as consultancy. The provisions of this Subsection (b), and not the Termination Date provisions of Subsection (d) below, shall not be exercisable and shall expire and be cancelled on apply to Consultant if Consultant subsequently dies after the Termination Date. Notwithstanding the foregoingtermination of Consultant's consultancy; however, in the event case of the Participant’s Disability or death Consultant's death, Consultant's Survivors may exercise this Option within three six (6) months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of Consultant's death, but in no event beyond ten (10) years after the Option Expiration Date. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion Grant Date of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service Option. (c) If Consultant's consultancy is terminated for Cause, and this Option "cause," Consultant shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately forthwith upon such termination cease to have any right to exercise this Option. For purposes of this Subsection 4(b), "cause" shall be deemed to include (but shall not be limited to) dishonesty with respect to the Option and this Option shall thereupon terminate. In Company or any Affiliate, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, or conduct substantially prejudicial to the event business or reputation of the Disability of the Participant, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on Company or prior to the Option Expiration Date. In such event, the Option shall be exercisable:any Affiliate. (ad) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant Consultant while an employee, director or consultant a Consultant of the Company Company, this Option may be exercised only by Consultant's legal representatives and/or any person or of an Affiliate, the persons who acquired Consultant's rights to this Option shall be exercisable by will or by the Participant’s Survivors laws of descent and distribution. This Option must be exercised, if at all, within one (1) year after the date of death of the Participant Consultant, or, if earlier, on or prior to within the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as originally prescribed term of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of deaththis Option.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Employee or termination of the Participant Employee’s employment for Cause “cause” (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Employee ceases to be an employee of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three months after the Termination Datetermination of employment, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Employee’s termination of employment, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the ParticipantEmployee’s service employment is terminated by the Company or an Affiliate Employee’s employer for Cause“cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant Employee is notified his or her service employment is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute Cause, “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one year after the ParticipantEmployee’s termination of service due to Disability employment or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant Employee while an employee, director or consultant employee of the Company or of an Affiliate, the Option shall be exercisable by the ParticipantEmployee’s Survivors within one year after the date of death of the Participant Employee or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the ParticipantEmployee’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for CauseCause (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause "cause" (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s 's Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant's termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s 's service is terminated by the Company or an Affiliate for Cause"cause" (as defined in the Plan), the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause"cause", and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause, "cause," then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If Subject to this Section 4, if the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (the “Termination Date”)Cause, the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, and subject to this Section 4, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In Subject to this Section 4, in the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, and subject to this Section 4, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, subject to this Section 4, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death. [Notwithstanding the foregoing, to the extent that the Option has become exercisable, such Option shall not terminate for any reason, including in the event of the Participant’s termination of service for any of the reasons set forth in this Section 4, prior to May 12, 2016.]

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)grant as set forth on Exhibit A, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for CauseCause (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, a director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause ("cause" as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months years after the Termination Datedate the Participant ceases to be a director of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of the Option shall be exercisable only as to Shares which have vested as of the Termination Date shall date of termination of service in accordance with the schedule set forth in Section 3 above and not be exercisable as to unvested Shares and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option only to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after that the Option Expiration Dateis in effect at the date of such cessation of directorship. In the event the Participant’s service 's directorship is terminated by the Company or an Affiliate for Cause"cause" as defined in the Plan, the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service directorship is terminated for Cause"cause", and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause, "cause," then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year three years after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, a director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year three years after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death.

Term of Option. This (a) The Option shall terminate ten years from be exercisable, in accordance with the date provisions of this Agreement (Sections 2 and 3 hereof, through the “Option Expiration tenth anniversary of the Grant Date”), but shall be subject to unless terminated earlier termination as provided herein. If In the Participant ceases to be an employee, director or consultant of event the Company or of an Affiliate Participant’s Employment is terminated for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Date, whichever is earlier, but may not be exercised thereafter except as set forth below. In such eventreason, the unvested portion of the Option shall immediately be forfeited for no consideration as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in date of such termination. (b) In the event the Participant’s Employment is terminated by reason of the Participant’s Disability death or death within three months after disability, the Termination DateOption may, to the extent otherwise vested and exercisable pursuant to Section 2 above on the date of such termination, be exercised by the Participant or the Participant’s Survivors may exercise estate, as applicable, at any time within one (1) year period following such date of termination, but in any event no later than the tenth anniversary of the Grant Date. The Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such one (1) year (or shorter) period. (c) In the event that the Company terminates the Participant’s Employment without Cause, the Option may, to the extent otherwise vested and exercisable pursuant to Section 3 hereof2 above on the date of such termination, be exercised by the Participant at any time within one year after the Termination Dateninety (90) day period following such date of termination, but in any event no event after later than the Option Expiration tenth anniversary of the Grant Date. In The Option shall, to the event extent not theretofore exercised or terminated, terminate upon the expiration of such ninety (90) day (or shorter) period. For purposes of this Option Agreement, “Cause” shall mean, unless otherwise provided in an employment agreement in effect immediately prior to such termination, (i) a failure of the Participant to reasonably and substantially perform his or her duties to the Company or any of its Subsidiaries (other than as a result of physical or mental illness or injury); (ii) the Participant’s service is terminated willful misconduct or gross negligence; (iii) a breach by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination fiduciary duty or duty of service due loyalty to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, its Affiliates; (iv) the Option shall be exercisable commission by the Participant’s Survivors within one year after Participant of any felony or other serious crime; or (v) a breach by the date of death Participant of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death terms of any additional vesting rights that would have accrued on agreement with the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of deathCompany or any Subsidiary or any Company policies.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”), but shall be subject to earlier termination as provided hereinAgreement. If the Participant Consultant ceases to be an employee, director or a consultant of to the Company or of an Affiliate for any reason other than the death or Disability of the Participant, Consultant or termination of the Participant Consultant’s consulting services for Cause (“cause” as defined in the “Termination Date”)Plan, the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Consultant ceases to be a consultant to the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of services. Notwithstanding the foregoing, in the event of the ParticipantConsultant’s Disability or death within three months after the Termination Datetermination of consulting services, the Participant Consultant or the ParticipantConsultant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Consultant’s termination of services, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the ParticipantConsultant’s service is services are terminated by the Company or an any Affiliate for Cause“cause” as defined in the Plan, the ParticipantConsultant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant Consultant is notified his or her service is consulting services are terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantConsultant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the ParticipantConsultant’s termination, the Participant Consultant engaged in conduct which would constitute Cause, “cause,” then the Participant Consultant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantConsultant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the ParticipantConsultant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant Consultant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant Consultant while an employee, director or a consultant of to the Company or of an Affiliate, the Option shall be exercisable by the ParticipantConsultant’s Survivors within one year after the date of death of the Participant Consultant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant Consultant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the ParticipantConsultant’s date of death.

Term of Option. This Option shall terminate ten years from the date of this Agreement (or, if the “Option Expiration Date”)Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Employee or termination of the Participant Employee’s employment for Cause (“cause” as defined in the “Termination Date”)Plan, the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Employee ceases to be an employee of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three months after the Termination Datetermination of employment, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Employee’s termination of employment, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the ParticipantEmployee’s service employment is terminated by the Company or an Affiliate Employee’s employer for Cause“cause” as defined in the Plan, the ParticipantEmployee’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant Employee is notified his or her service employment is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute Cause, “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one year after the ParticipantEmployee’s termination of service due to Disability employment or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant Employee while an employee, director or consultant employee of the Company or of an Affiliate, the Option shall be exercisable by the ParticipantEmployee’s Survivors within one year after the date of death of the Participant Employee or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the ParticipantEmployee’s date of death.

Term of Option. This The Option shall terminate ten (10) years from the date of this Agreement (the “Option Expiration Date”), but shall be subject to earlier termination as provided hereingrant. If the Participant ceases to be an employee, director director, or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of or termination by the Participant, or termination of ’s employer for “cause” as defined in the Participant for Cause (the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to originally prescribed term of the Option Expiration Date, whichever is earlierOption, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option only to the extent vested that the right to purchase Shares under this Agreement or the Plan has accrued and exercisable pursuant to Section 3 hereof, within one year after is in effect at the Termination Date, but in no event after the Option Expiration Datedate of such cessation of employment. In the event the Participant’s service employment, directorship, or consultancy is terminated by the Company or an Affiliate Participant’s employer for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this the Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causeforthwith, and this the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately forthwith cease to have any right to exercise the Option Option, and this the Option shall thereupon terminate. In the event of the Disability of the ParticipantParticipant as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to term originally prescribed by the Option Expiration DateOption. In such event, the Option shall be exercisable: (a) to the extent that the Option right to purchase the Shares has become exercisable but has not been exercised accrued on the date the Participant becomes Disabled and is in effect as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that as would have accrued on the next vesting date had the Participant not become DisabledDisabled prior to the end of the particular year. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disabilityaccrual period during which the Participant was not Disabled. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option which has not previously been exercised by the Participant shall be made fully exercisable by the Participant’s Survivors survivors and may be exercised by the Participant’s legal representative and/or any person or persons who acquired the Participant’s rights to the Option by will or by the laws of decent and distribution. In such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date. In such eventis an ISO, or (ii) the remaining life of the Option shall be exercisable: (x) to the extent that if the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of is a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of deathnon-qualified option.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided herein. If the Participant ceases to be an employee, director or consultant of the Company or any parent or subsidiary, direct or indirect, of the Company (an “Affiliate”) (for any reason other than the death or permanent and total disability as defined in Section 22(e)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) of the Participant (a “Disability”) or termination of the Participant for “Cause” (as defined in the Employment Agreement)), the Option may be exercised, if it has not previously terminated, within one (1) year after the date the Participant ceases to be an employee or consultant of the Company or of an Affiliate for any reason other than Affiliate, or within the death or Disability originally prescribed term of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration DateOption, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option only to the extent vested that the Option has become exercisable and exercisable pursuant to is in effect at the date of such cessation of service (including any accelerated vesting as set forth in the last sentence of Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration Dateof this Agreement). In the event the Participant’s service is terminated by the Company or by an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this the Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causecause, and this the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this the Option shall thereupon terminate. In the event of the Disability of the Participant, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) exercisable only to the extent that the Option has become exercisable but has not been exercised as of and is in effect at the date of the Participant’s termination of service due to Disability; and such Disability (b) including any accelerated vesting as set forth in the event rights to exercise last sentence of Section 3 of this Agreement). The Board of Directors of the Option accrue periodicallyCompany or, to if applicable, a committee of the extent Board of Directors, shall make the determination both of whether a pro rata portion through Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had , in which case such procedure shall be used for such determination). If requested, the Participant not become Disabled. The proration shall be based upon examined by a physician selected or approved by the number Board of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant Directors of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlierapplicable, on or prior to a committee of the Option Expiration Date. In such eventBoard of Directors, the Option cost of which examination shall be exercisable: (x) to paid for by the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of deathCompany.

Term of Option. This The Option shall terminate ten (10) years from the date of this Agreement (the “Option Expiration Date”), but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Employee or termination of for "cause" as defined in the Participant for Cause (the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three (3) months after the Termination Date, or on or prior date the Employee ceases to the Option Expiration Date, whichever is earlierbe an employee, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the Option extent that the right to purchase Shares under this Agreement has accrued and is in effect as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event date of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration Datesuch cessation of employment. In the event that the Participant’s service Employee's employment is terminated by for "cause" (as defined in the Company Plan), or, if subsequent to the termination of the Employee's employment but prior to the exercise of the Option it is determined that either prior or an Affiliate subsequent to such termination the Employee engaged in conduct which would constitute "cause" for Causethe termination of the Employee's employment (such determination to be made in accordance with Article 10 of the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causeforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event that the Employee's employment is terminated for any reason other than death or Disability or for "cause", and the Employee subsequently becomes Disabled or dies, the first paragraph of this Section 4 shall control and fix the rights of the Employee, and nothing hereinafter set forth in this Section 4 (except the following provision) shall extend the period of exercisability of the Option; provided, however, in the case of the Employee's death within the period allowed for exercise, the Employee's Survivors may exercise the Option to the extent permitted by the first paragraph of this Section 4 within, but only within, six (6) months after the date of Employee's death. In the event of the Disability of the ParticipantEmployee (as defined in the Plan and as determined by the Board of Directors, and as to the fact and date of which the Employee is notified by the Board of Directors in writing), the Option shall be exercisable within one (1) year after the Participant’s termination date of service due to such Disability or, if earlier, on or prior to the Option Expiration Dateterm originally prescribed by this Agreement. In such event, the Option shall be exercisable: exercisable (a1) to the extent that the Option right to purchase Shares hereunder has become exercisable but has not been exercised accrued and is in effect as of the such determination date of the Participant’s termination of service due to Disability; and and (b2) in the event if rights to exercise the Option accrue periodicallyperiodically under Section 3 hereof, to the extent of a pro rata portion through of any additional rights which would have accrued had the Employee not become so Disabled prior to the end of the accrual period which next ends following the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become DisabledDisability. (The proration shall be based upon made on the basis of the number of days accrued in of the current vesting accrual period prior to the date of the Participant’s termination of service due to Disability. .) In the event of the death of the Participant Employee while an employee, director or consultant in the employ of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x1) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and , and (y2) in the event if rights to exercise the Option accrue periodicallyperiodically under Section 3 hereof, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued prior to the Employee's death and during the accrual period which next ends following the date of death, may be exercised by the Employee's Survivors as provided in the current vesting Plan. (The proration shall be made on the basis of the number of days of the accrual period prior to the Participant’s Employee's death.) In such event, the Option must be exercised, if at all, within one (1) year after the date of deathdeath of the Employee or, if earlier, within the time originally prescribed by this Agreement.

Term of Option. This Option shall terminate ten years from on the tenth anniversary of the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereofhereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Dateexpiration date set forth in the first paragraph of this Section 4 above, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration Date. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Participant’s termination of service due to Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Dateexpiration date set forth in the first paragraph above of this Section 4 above. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabledhad a termination of service due to Participant’s Disability. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Dateexpiration date set forth in the first paragraph above of this Section 4 above. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten years from on the date of this Agreement (the “Option Expiration Date”)Date as specified in the Stock Option Grant Notice, but shall be subject to earlier termination as provided herein. If the Participant ceases to be an employee, director or consultant Employee of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof4 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration DateDate as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration DateDate as specified in the Stock Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her such Participant’s service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, , the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration DateDate as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant Employee of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration DateDate as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This (a) The Option shall terminate ten years from be exercisable, in accordance with the date provisions of this Agreement (Sections 2 and 3 hereof, through the “Option Expiration tenth anniversary of the Grant Date”), but shall be subject to unless terminated earlier termination as provided herein. If In the Participant ceases to be an employee, director or consultant of event the Company or of an Affiliate Participant’s Employment is terminated for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Date, whichever is earlier, but may not be exercised thereafter except as set forth below. In such eventreason, the unvested portion of the Option shall immediately be forfeited for no consideration as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in date of such termination. (b) In the event the Participant’s Employment is terminated by reason of the Participant’s Disability death or death within three months after disability, the Termination DateOption may, to the extent otherwise vested and exercisable pursuant to Section 2 above on the date of such termination, be exercised by the Participant or the Participant’s Survivors may exercise estate, as applicable, at any time within one (1) year period following such date of termination, but in any event no later than the tenth anniversary of the Grant Date. The Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such one (1) year (or shorter) period. (c) In the event that the Company terminates the Participant’s Employment without Cause, the Option may, to the extent otherwise vested and exercisable pursuant to Section 3 hereof2 above on the date of such termination, be exercised by the Participant at any time within one year after the Termination Dateninety (90) day period following such date of termination, but in any event no event after later than the Option Expiration tenth anniversary of the Grant Date. In The Option shall, to the event extent not theretofore exercised or terminated, terminate upon the expiration of such ninety (90) day (or shorter) period. For purposes of this Option Agreement, “Cause” shall mean, unless otherwise provided in an employment agreement in effect immediately prior to such termination, (i) a failure of the Participant to reasonably and substantially perform his or her duties to the Company or any of its Subsidiaries (other than as a result of physical or mental illness or injury); (ii) the Participant’s service is terminated willful misconduct or gross negligence; (iii) a breach by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination fiduciary duty or duty of service due loyalty to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or any of an Affiliate, its Affiliates; (iv) the Option shall be exercisable commission by the Participant’s Survivors within one year after Participant of any felony or other serious crime; or (v) a breach by the date of death Participant of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death terms of any additional vesting rights that would have accrued on agreement with the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of deathCompany or any Subsidiary or any Company policies.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (the “Termination Date”)"cause", the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s 's Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant's termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s 's service is terminated by the Company or an Affiliate for Cause"cause", the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause, "cause," then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director employee or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee or consultant of the Company or of an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or by an Affiliate for Cause“cause” as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause“cause” (as defined in the Plan), then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director employee or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten years from on the date of this Agreement (the “Option Expiration Date”), Date as specified in the Stock Option Grant Notice but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereofhereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration DateDate as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Date, but in no event after the Option Expiration DateDate as specified in the Stock Option Grant Notice, and this Option shall thereupon terminate. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantParticipant while an Employee, director or Consultant of the Company or of an Affiliate, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration DateDate as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration DateDate as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten six (6) years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan or the LTIP; provided, however that termination or expiration of the Plan or the LTIP shall not affect the Option or the rights of the Participant under this Agreement. If the Participant ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”LTIP), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three (3) months after the Termination Datedate the Participant ceases to be an employee of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the Termination Datetermination of employment, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Datedate of the Participant’s termination of employment, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment is terminated by the Company or an Affiliate for Cause“cause” (as defined in the LTIP), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causesuch termination, and this Option shall thereupon terminateterminate and the Company shall be entitled to recover from the Participant any and all Shares which were previously acquired through exercise of this Option. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator of the Plan determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminateterminate and the Company shall be entitled to recover from the Participant any and all Shares which were previously acquired through exercise of this Option. In the event of the Disability of the ParticipantParticipant while an employee of the Company or an Affiliate, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability employment or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that to exercise the Option as would have accrued on the next vesting date had the Participant not become DisabledDisabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant employee of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that to exercise the Option as would have accrued on the next vesting date had the Participant not dieddied prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause "cause" (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s 's Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant's termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service 's employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause"cause" (as defined in the Plan), the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause, "cause," then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death.

Term of Option. This The Option shall terminate ten (10) years from the date of this Agreement (the “Option Expiration Effective Date”), but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this the Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause“cause”, and this the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this the Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date Date of this Agreement (the “Option Expiration Date”)Grant, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant Non-Employee Director ceases to be an employee, a director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Non-Employee Director or termination of the Participant Non-Employee Director for Cause (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months one year after the Termination Datedate the Non-Employee Director ceases to be a director of the Company, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of service and the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration Dateterminate. In the event the ParticipantNon-Employee Director’s service is terminated by the Company or an Affiliate for CauseCause (as defined in the Plan), the ParticipantNon-Employee Director’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant Non-Employee Director is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantNon-Employee Director’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the ParticipantNon-Employee Director’s termination, the Participant Non-Employee Director engaged in conduct which would constitute Cause, then the Participant Non-Employee Director shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantNon-Employee Director, as determined in accordance with the Plan, the Option shall be exercisable within one year after the ParticipantNon-Employee Director’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant Non-Employee Director not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant Non-Employee Director while an employee, a director or consultant of the Company or of an AffiliateCompany, the Option shall be exercisable by the ParticipantNon-Employee Director’s Survivors within one year after the date of death of the Participant Non-Employee Director or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant Non-Employee Director not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the ParticipantNon-Employee Director’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause“cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause "cause" [(the “Termination Date”AS DEFINED IN THE PLAN) CONSIDER OTHER DEFINITIONS]), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s 's Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant's termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service 's employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause"cause" [(AS DEFINED IN THE PLAN)], the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause, "cause," then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death.

Term of Option. This The Option shall terminate ten (10) years from the date of this the original Option grant under the MGI 2002 Plan, as set forth in the Notice of Grant of Stock Option and Option Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the “date of the Option Expiration Date”)grant, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, or termination of by the Participant Employee’s employer for Cause (the “Termination Date”cause” as defined below), the Option to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated in accordance with this Agreement, may be exercised within three months ninety (90) days after the Termination Datedate the Employee ceases to be an employee of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option only to the extent vested that the right to purchase Shares under this Agreement or the Plan has accrued and exercisable pursuant to Section 3 hereof, within one year after is in effect at the Termination Date, but in no event after the Option Expiration Datedate of such cessation of employment. In the event the ParticipantEmployee’s service employment is terminated by the Company or an Affiliate for Cause, “cause,” the ParticipantEmployee’s right to exercise any unexercised portion of this the Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causeforthwith, and this the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute Cause, “cause,” then the Participant Employee shall immediately forthwith cease to have any right to exercise the Option Option, and this the Option shall thereupon terminate. In the event of the Disability of the Participant, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (or, if the “Option Expiration Date”)Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Employee or termination of the Participant Employee’s employment for Cause “Cause” (as defined in the “Termination Date”Employment Agreement), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Employee ceases to be an employee of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three months after the Termination Datetermination of employment, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Employee’s termination of employment, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the ParticipantEmployee’s service employment is terminated by the Company or an Affiliate Employee’s employer for “Cause, ,” the ParticipantEmployee’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant Employee is notified his or her service employment is terminated for “Cause, ,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “Cause, ,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one year after the ParticipantEmployee’s termination of service due to Disability employment or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant Employee while an employee, director or consultant employee of the Company or of an Affiliate, the Option shall be exercisable by the ParticipantEmployee’s Survivors within one year after the date of death of the Participant Employee or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the ParticipantEmployee’s date of death.

Term of Option. This Option shall terminate ten five years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (the “Termination Datecause”), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause“cause”, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten (10) years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan)), the this Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three (3) months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of this Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of the this Option as of the Termination Date shall not be exercisable only to the extent that this Option has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the this Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of this Option. In the event If the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causesuch termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the this Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the this Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, this Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by this Option. In such event, the this Option shall be exercisable: (a) to To the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event If rights to exercise the this Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that to exercise this Option as would have accrued on the next vesting date had the Participant not become DisabledDisabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the this Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of this Option. In such event, the this Option shall be exercisable: (x) to To the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event If rights to exercise the this Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that to exercise this Option as would have accrued on the next vesting date had the Participant not dieddied prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (the “Termination Datecause”), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of service, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause“cause”, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice (the “Notice”) as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option shall continue to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated vest in accordance with this Agreement, the vesting schedule set forth in the Notice and may be exercised within three months after the Termination Date, or on or prior to through the Option Expiration Date, whichever is earlier, but may not be exercised thereafter Date except as set forth below. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration DateDate as specified in the Stock Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event the Participant breaches that certain Separation Agreement and General Release Agreement by and between the Company and Participant dated April 27, 2016 (the “Separation Agreement”), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his breach of the Separation Agreement, and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration DateDate as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration DateDate as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s 's Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant's termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service 's employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause, the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten (10) years from the date of this Agreement (the “Option Expiration Date”), but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Employee or termination of for "cause" as defined in the Participant for Cause (the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three (3) months after the Termination Date, or on or prior date the Employee ceases to the Option Expiration Date, whichever is earlierbe an employee, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the Option extent that the right to purchase Shares under this Agreement has accrued and is in effect as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event date of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration Datesuch cessation of employment. In the event that the Participant’s service Employee's employment is terminated by for "cause" (as defined in the Company Plan), or, if subsequent to the termination of the Employee's employment but prior to the exercise of the Option it is determined that either prior or an Affiliate subsequent to such termination the Employee engaged in conduct which would constitute "cause" for Causethe termination of the Employee's employment (such determination to be made in accordance with Article 10 of the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causeforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event that the Employee's employment is terminated for any reason other than death or Disability or for "cause," and the Employee subsequently becomes Disabled or dies, the first paragraph of this Section 4 shall control and fix the rights of the Employee, and nothing hereinafter set forth in this Section 4 (except the following provision) shall extend the period of exercisability of the Option; provided, however, in the case of the Employee's death within the period allowed for exercise, the Employee's Survivors may exercise the Option to the extent permitted by the first paragraph of this Section 4 within, but only within, six (6) months after the date of Employee's death. In the event of the Disability of the ParticipantEmployee (as defined in the Plan and as determined by the Board of Directors, and as to the fact and date of which the Employee is notified by the Board of Directors in writing), the Option shall be exercisable within one (1) year after the Participant’s termination date of service due to such Disability or, if earlier, on or prior to the Option Expiration Dateterm originally prescribed by this Agreement. In such event, the Option shall be exercisable: exercisable (a1) to the extent that the Option right to purchase Shares hereunder has become exercisable but has not been exercised accrued and is in effect as of the such determination date of the Participant’s termination of service due to Disability; and and (b2) in the event if rights to exercise the Option accrue periodicallyperiodically under Section 3 hereof, to the extent of a pro rata portion through of any additional rights which would have accrued had the Employee not become so Disabled prior to the end of the accrual period which next ends following the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become DisabledDisability. (The proration shall be based upon made on the basis of the number of days accrued in of the current vesting accrual period prior to the date of the Participant’s termination of service due to Disability. .) In the event of the death of the Participant Employee while an employee, director or consultant in the employ of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x1) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and , and (y2) in the event if rights to exercise the Option accrue periodicallyperiodically under Section 3 hereof, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued prior to the Employee's death and during the accrual period which next ends following the date of death, may be exercised by the Employee's Survivors as provided in the current vesting Plan. (The proration shall be made on the basis of the number of days of the accrual period prior to the Participant’s Employee's death.) In such event, the Option must be exercised, if at all, within one (1) year after the date of deathdeath of the Employee or, if earlier, within the time originally prescribed by this Agreement.

Term of Option. This Option shall terminate ten years from the date The term of this Agreement (the “Option Expiration Date”), but shall be subject to earlier termination as provided herein. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Date, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after the Option Expiration Date. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, the Option shall be exercisable within one year after a period of ten (10) years from the Participant’s termination Date of service due to Disability or, if earlier, on or prior to the Option Expiration DateGrant. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodicallyThis Option, to the extent unexercised, shall expire on the day immediately prior to the tenth anniversary of the Date of Grant. The holder of the Option shall not have any rights to dividends or any other rights of a pro rata portion through stockholder with respect to any shares of Common Stock subject to the Option until such shares shall have been issued to him (as evidenced by the appropriate entry on the books of a duly authorized transfer agent of the Company) provided that the date of issuance shall not be earlier than the Participant’s date this Option is exercised and provision of the purchase price of the shares of Common Stock (with respect to which this Option is being exercised) is made to the Company pursuant to the provisions contained herein. 5. Non-transferability of Option. The Option shall not be transferable otherwise than by will or by the laws of descent and distribution, or pursuant to a domestic relations order, and the Option may be exercised during the lifetime of the Employee only by him. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except as provided in the next preceding sentence) or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted contrary to the provisions of this Agreement, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Option or any attempt to make any such levy of execution, attachment or other process will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of service due to Disability the Option under the foregoing provisions of this Section 5 will not prejudice any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of remedies which the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on any Parent or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would Subsidiary may have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of deathunder this Agreement or otherwise.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause ("cause" as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s 's Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant's termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service 's employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause"cause" as defined in the Plan, the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause"cause", and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause, "cause," then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death.

Term of Option. This The Option shall terminate ten (10) years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three (3) months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten five years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause "cause" (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s 's Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant's termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service 's employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause"cause" (as defined in the Plan), the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause, "cause," then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death. Notwithstanding anything to the contrary contained in this Agreement or the Plan, if the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than death or Disability of the Participant or termination of the Participant for "cause" (collectively, a "Termination") prior to September 16, 2003 or dies or becomes disabled prior to September 16, 2003 and the Participant would, but for the restriction set forth in Section 3 hereof on exercising the Option prior to September 16, 2003, otherwise be entitled to exercise the Option during a pre-determined time frame following such Termination, death or Disability, as the case may be, then the Option shall, as of September 16, 2003, become exercisable for such pre-determined time frame as if such Termination, death or Disability occurred on such date. All other rights, restrictions and limitations applicable to the Option shall otherwise remain in full force and effect.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided herein. If the Participant ceases to be an employee, director or consultant of the Company or any parent or subsidiary, direct or indirect, of the Company (an “Affiliate”) (for any reason other than the death or permanent and total disability as defined in Section 22(e)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) of the Participant (a “Disability”) or termination of the Participant for “cause” (as defined in the Participant’s Employment Agreement), the Option may be exercised, if it has not previously terminated, within three months after the date the Participant ceases to be an employee or consultant of the Company or of an Affiliate for any reason other than Affiliate, or within the death or Disability originally prescribed term of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent vested and exercisable pursuant to Section 3 hereof, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration DateOption, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of service, the Participant or the deceased Participant’s Survivors legal representatives and/or any person or persons who acquired the Participant’s rights to the Option by will or by the laws of descent and distribution (the “Participant’s Survivors”) may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or by an Affiliate for Cause“cause” (as defined in the Participant’s Employment Agreement), the Participant’s right to exercise any unexercised portion of this the Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, “cause,” and this the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause“cause”, then the Participant shall immediately cease to have any right to exercise the Option and this the Option shall thereupon terminate. In the event of the Disability of the Participant, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. The Board of Directors of the Company or, if applicable, a committee of the Board of Directors, shall make the determination both of whether a Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant’s termination , in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Board of service due to DisabilityDirectors of the Company or, if applicable, a committee of the Board of Directors, the cost of which examination shall be paid for by the Company. In the event of the death of the Participant while an employee, director employee or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”), but shall be subject to earlier termination as provided hereinAgreement. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, Employee or termination of the Participant Employee’s employment for Cause (“cause” as defined in the “Termination Date”)Plan, the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Employee ceases to be an employee of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three months after the Termination Datetermination of employment, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Employee’s termination of employment, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the ParticipantEmployee’s service employment is terminated by the Company or an Affiliate Employee’s employer for Cause“cause” as defined in the Plan, the ParticipantEmployee’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant Employee is notified his or her service employment is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute Cause, “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one year after the ParticipantEmployee’s termination of service due to Disability employment or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant Employee while an employee, director or consultant employee of the Company or of an Affiliate, the Option shall be exercisable by the ParticipantEmployee’s Survivors within one year after the date of death of the Participant Employee or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the ParticipantEmployee’s date of death.

Term of Option. This The Option shall terminate ten six (6) years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan; provided, however that termination or expiration of the Plan shall not affect the Option or the rights of the Participant under this Agreement. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three (3) months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causesuch termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that to exercise the Option as would have accrued on the next vesting date had the Participant not become DisabledDisabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that to exercise the Option as would have accrued on the next vesting date had the Participant not dieddied prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Date, or on or prior to originally prescribed term of the Option Expiration Date, whichever is earlierOption, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after following the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may continue to exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination DateOption, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause“cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to term originally prescribed by the Option Expiration DateOption. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death originally prescribed term of the Participant or, if earlier, on or prior to the Option Expiration DateOption. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, Participant or termination of the Participant Participant’s employment or retention for Cause “cause” (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of service. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of service for any reason other than “cause” (as defined in the Plan), the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of service, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the termination of the Participant’s terminationservice, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantParticipant (as determined in accordance with the Plan) or death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant or the Participant’s Survivors, as applicable, within one year after the Participant’s termination of service due to for Disability or the date of death, as applicable, or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to DisabilityDisability or death, as applicable; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability or death, as applicable, of any additional vesting rights that would have accrued on the next vesting date had the Participant not become DisabledDisabled or died. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employeeDisability or death, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of deathapplicable.

Term of Option. This The Option shall terminate ten (10) years from the date of this Agreement (the “Option Expiration Effective Date”), but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of by the Participant Participant’s employer for Cause “cause” (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three (3) months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, consultancy or directorship. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the Termination Datetermination of employment, the Participant directorship or consultancy, the Participant’s Survivors legal representatives and/or any person or persons who acquired the Participant’s rights to the Option by will or by the laws of descent and distribution may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Datedate of the Participant’s death, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” as defined in the Plan, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causeforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationtermination as an employee, director or consultant but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately forthwith cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination date of service due to such Disability or, if earlier, on or prior to the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that as would have accrued on the next vesting date had the Participant not become DisabledDisabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days accrued in of the current vesting accrual period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, consultant or director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors Survivors. In such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that as would have accrued on the next vesting date had the Participant not dieddied prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days accrued in during the current vesting accrual period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, a director or consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (the “Termination Date”)Cause, the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months years after the Termination Datedate the Participant ceases to be a director of the Company, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of the Option shall be exercisable only as to Shares which have vested as of the Termination Date shall date of termination of service in accordance with the schedule set forth in Section 3 above and not be exercisable as to unvested Shares and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option only to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after that the Option Expiration Dateis in effect at the date of such cessation of service as a director. In the event the Participant’s service directorship is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service directorship is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year three years after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, a director or consultant of the Company or of an AffiliateCompany, the Option shall be exercisable by the Participant’s Survivors within one year three years after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”), but shall be subject to earlier termination as provided herein. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “cause” (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three (3) months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to the Option Expiration Date, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Date. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan) either by dismissal, by mutual agreement or court settlement, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the earlier of (i) the time the Participant is notified by the Company or an Affiliate that his or her service employment, directorship or consultancy is being terminated for Cause, “cause,” or (ii) the Participant’s termination and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination date of service due to such Disability or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodicallyperiodically over time, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause “Cause” (as defined in Section 13 of the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant’s termination of employment, directorship or consultancy, but in no event after the Option Expiration Date. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion date of this Option even if vested shall cease immediately as expiration of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise term of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (ba) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “original Option Expiration Date”)grant under the MGI 2003 Plan, as set forth in the Notice of Grant of Stock Option and Option Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Date, or on or prior to originally prescribed term of the Option Expiration Date, whichever is earlierOption, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option only to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after that the Option Expiration Datehas become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to term originally prescribed by the Option Expiration DateOption. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be fully exercisable by the Participant’s Survivors and may be exercised within one year after the date of death originally prescribed term of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of deathOption.

Term of Option. This The Option shall terminate ten seven years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause "cause" (as defined in the “Termination Date”Plan)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Datedate the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three months after the Termination Datetermination of employment, directorship or consultancy, the Participant or the Participant’s 's Survivors may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Datedate of the Participant's termination of employment, directorship or consultancy, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service 's employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause"cause" (as defined in the Plan), the Participant’s 's right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute Cause, "cause," then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s 's termination of service due to Disability or, if earlier, on or prior to within the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodicallyperiodically over time, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s 's Survivors within one year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodicallyperiodically over time, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s 's date of death.

Term of Option. This The Option shall terminate ten (10) years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, a director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of by the Participant Company for Cause “Cause” (the “Termination Date”as defined below)), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three (3) months after the Termination Date, date the Participant ceases to be a director of the Company or on or prior to within the Option Expiration Dateoriginally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of Option shall be exercisable only to the extent that the Option as of the Termination Date shall not be has become exercisable and shall expire and be cancelled on is in effect at the Termination Datedate of such cessation of directorship. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the Termination Datetermination of directorship, the Participant or the Participant’s Survivors legal representatives and/or any person or persons who acquired the Participant’s rights to the Option by will or by the laws of descent and distribution may exercise the Option to the extent vested and exercisable pursuant to Section 3 hereof, within one (1) year after the Termination Datedate of the Participant’s death, but in no event after the Option Expiration Datedate of expiration of the term of the Option. In the event the Participant’s service directorship is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Causeforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, termination as a director but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately forthwith cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination date of service due to such Disability or, if earlier, on or prior to the Option Expiration Dateterm originally prescribed by the Option. In such event, the Option shall be exercisable: (a) exercisable to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, a director or consultant of the Company or of an AffiliateCompany, the Option shall be exercisable by the Participant’s Survivors Survivors. In such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Participant or, if earlier, on or prior to within the Option Expiration Dateoriginally prescribed term of the Option. In such event, the Option shall be exercisable: (x) exercisable to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. This The Option shall terminate ten years from the date of this Agreement (the “Option Expiration Date”)Agreement, but shall be subject to earlier termination as provided hereinherein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant, Participant or termination of the Participant for Cause (“cause” as defined in the “Termination Date”Plan), the Option to the extent vested and exercisable pursuant to Section 3 hereofmay be exercised, and if it has not previously terminated in accordance with this Agreementterminated, may be exercised within three months after the Termination Date, or on or prior to originally prescribed term of the Option Expiration Date, whichever is earlierOption, but may not be exercised thereafter except as set forth belowthereafter. In such event, the unvested portion of the Option as of the Termination Date shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option only to the extent vested and exercisable pursuant to Section 3 hereof, within one year after the Termination Date, but in no event after that the Option Expiration Datehas become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. In the event the Participant’s service employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause“cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service employment, directorship or consultancy is terminated for Cause, “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to term originally prescribed by the Option Expiration DateOption. In such event, the Option shall be exercisable: (a) to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be fully exercisable by the Participant’s Survivors and may be exercised within one year after the date of death originally prescribed term of the Participant or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but has not been exercised as of the date of death; and (y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of deathOption.