Common use of Termination of Option upon a Termination of Grantee’s Employment or Services Clause in Contracts

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below), the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 30 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 30-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day period; • if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of the Grantee’s death or Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of a termination by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates his

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 5.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below), the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.25.2, (a) the Grantee will have until the date that is 30 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 30-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day period; • · if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • · if the termination of the Grantee’s employment is the result of the Grantee’s death or Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the earlier of the date that is 3 years 1 year after the Grantee’s Severance Date or until the expiration of the dated term of such Stock Option to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 31-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 31-year period; • · if the termination of the Grantee’s employment is the result of a termination by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates hishis service to the Corporation (other than in connection with a Change in Control Event or certain similar reorganization events), the Option shall not be subject to Section 5.2 herein but shall be subject to accelerated vesting in accordance with Section 10 of the Plan.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below)Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, : (a) the Grantee will have until the date that is 30 90 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3090-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3090-day period; • if the termination of the Grantee’s 's employment is the result of the Grantee’s 's voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause Cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s 's employment is the result of the Grantee’s 's death or Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years 1 year after the Grantee’s 's Severance Date to exercise the OptionOption (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 31-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 31-year period; • if the termination of the Grantee’s 's employment is the result of a termination by the Corporation or a Subsidiary for Cause (as defined below)Cause, the Option (whether vested or not) shall terminate on the Severance Date. In all events, the Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 4.1. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement. The Grantee acknowledges that the ISO post-termination exercise provisions of Section 422 of the Code are more restrictive than the foregoing (i.e., they generally require that an ISO be exercised within three months following a termination of employment, except a termination due to death or Disability) and, to the extent that the Code is more restrictive, the Grantee must satisfy the Code’s provisions in order to preserve the qualified status of the Option (or portion thereof) as an ISO. (The Option will be taxed as a nonqualified stock option to the extent that it is exercised within the time period prescribed above but after the timeframe required under Section 422 of the Code.) Notwithstanding the foregoing (including, for purposes of clarity, notwithstanding any provision above that would have otherwise resulted in the termination of the outstanding and unvested portion of the Option on the Grantee’s Severance Date), the then outstanding and otherwise unvested portion of the Option shall be deemed to have been fully vested immediately prior to the Grantee’s Severance Date in the event that the Grantee incurs a Qualifying Termination. The Grantee who is appointed by the holders shall be deemed to have incurred a “Qualifying Termination” for this purpose if any of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates hisfollowing events occur:

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 aboveOption, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below)Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 30 days 6 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 306-day month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 306-day month period; • if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment services is the result of the Grantee’s death or Total Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 312-year month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 312-year month period; • if the termination of the Grantee’s employment is the result of a termination or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates his.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above4.3, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below)Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • ): (i) other than as expressly provided below in this Section 4.2, (a) the Grantee (or the Grantee’s beneficiary or personal representative in the event of the Grantee’s death) will have until the date that is 30 days six (6) months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 306-day month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 306-day month period; • and (ii) if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination terminated by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of the Grantee’s death or Disability “cause” (as such term is defined below), then (a) in the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of a termination by the Corporation or a Subsidiary for Cause (as defined belowEmployment Agreement), the Option (whether vested or not) shall terminate on the Severance Date. In all events the event a Grantee who Option is appointed by subject to earlier termination on the holders Expiration Date of the preferred shares Option or as contemplated by Section 4.3. The Corporation shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement. For purposes of the Option, unless the express policy of the Corporation to serve or one of its Subsidiaries, or the Administrator, otherwise provides, the Grantee’s employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than 90 days. If the Grantee is on the board an approved leave of directors absence, continued vesting of the Corporation (Award during the “Board”) terminates hisperiod of such leave may be suspended until the Grantee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below)Corporation, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.2, the Option (whether vested or not) shall terminate on the Severance Date; · if the termination of the Grantee’s employment or services is the result of the Grantee’s Retirement (as defined below), (a) the Option, to the extent not vested on the Severance Date and scheduled to vest at any time within the three-year period following the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee will have until the date that is 30 days after his or her Severance Expiration Date (as set forth on the cover page of this Option Agreement) to exercise the Option, provided, however, that any portion of the Option that becomes vested pursuant to the foregoing clause (or a) shall become exercisable only at such times as such portion thereofwould have otherwise vested pursuant to the original vesting schedule as provided herein had the Grantee’s employment not terminated, (c) the Option, to the extent that it was not vested on the Severance Date (after giving effect to the foregoing clause (a)), shall terminate on the Severance Date, and (bd) the Option, to the extent exercisable at any time prior to the Expiration Date and not exercised on or prior to such date, shall terminate at the close of business on the Expiration Date; · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 30-day period following the Severance Date and not exercised during such period, shall terminate at the close become fully vested as of business on the last day of the 30-day period; • if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of the Grantee’s death or Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years after the Grantee’s Severance Expiration Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for prior to the 3-year period following the Severance Expiration Date and not exercised during prior to such perioddate, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of a termination by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Expiration Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates his.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 6(b) above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below)and its Subsidiaries, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary and its Subsidiaries is referred to as the Grantee’s “Severance Date”): • ): (i) other than as expressly provided below in this Section 4.26(c), (aA) the Grantee will have until the date that is 30 days twelve (12) months after his or her Severance Date (or three (3) months after the Severance Date in the case of a termination due to death or by the Corporation due to Disability (as defined in the Employment Agreement)) to exercise the Option (or portion thereof) to the extent that it was vested and exercisable on the Severance Date, (bB) the Option, to the extent not vested and exercisable on the Severance Date, shall be forfeited and terminate on the Severance Date, and (cC) the Option, to the extent exercisable for the 30-day period following on the Severance Date and not exercised during such twelve (12) month period (or three (3) month period, as applicable), shall be forfeited and terminate at the close of business on the last day of the 30-day twelve (12) month period (or three (3) month period, as applicable); • and (ii) if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination or services are terminated by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of the Grantee’s death or Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of a termination by the Corporation or a Subsidiary for Cause (as defined belowin the Employment Agreement) or by the Grantee without Good Reason (as defined in the Employment Agreement), the entire Option (whether vested or notunvested) shall be forfeited and terminate on the Severance Date. In all events the event a Grantee who Option (and any post-termination exercise period provided above in this Section 6(b)) is appointed by subject to earlier termination on the holders Expiration Date of the preferred shares Option or as contemplated by Section 3(b) of this Agreement. The Administrator shall be the Corporation sole judge of whether the Grantee continues to serve on the board render employment or services for purposes of directors of the Corporation (the “Board”) terminates histhis Agreement.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 aboveOption, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below)Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “'s "Severance Date”"): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 30 90 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3090-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3090-day period; • if the termination of the Grantee’s 's employment or services is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of the Grantee’s 's death or Total Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years 12 months after the Grantee’s 's Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 312-year month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 312-year month period; • if the termination of the Grantee’s 's employment is the result of a termination or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates his.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 aboveOption, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below)Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 30 days 24 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 30-day 24 month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day 24 month period; • · if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment services is the result of the Grantee’s death or Total Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years 24 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 324-year month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 324-year month period; • · if the termination of the Grantee’s employment is the result of a termination or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates his.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member one of the board of directors of the Corporation as provided below)its Subsidiaries, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s 's “Severance Date”): • · other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 30 days after his or her Severance Date to exercise the Option (whether vested or portion thereofnot) to the extent that it was vested shall terminate on the Severance Date; · if the termination of the Grantee's employment or services is the result of the Grantee's Retirement (as defined below), (ba) the Option, to the extent not vested on the Severance Date and scheduled to vest at any time within the three-year period following the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee will have until the date that is three (3) years after the Grantee's Severance Date to exercise the Option, provided, however, that any portion of the Option that becomes vested pursuant to the foregoing clause (a) shall become exercisable only at such times as such portion would have otherwise vested pursuant to the original vesting schedule as provided herein had the Grantee's employment or service not terminated, (c) the Option, to the extent not vested on the Severance Date (after giving effect to the foregoing clause (a)), shall terminate on the Severance Date, and (cd) the Option, to the extent exercisable for at any time during the 303-day year period following the Severance Date and not exercised during on or prior to the last day of such period, shall terminate at the close of business on the last day of the 303-day year period; • · if the termination of the Grantee’s 's employment or services is the result of the Grantee’s voluntary Retirement 's death or Total Disability (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on become fully vested as of the Severance Date, (b) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is three (3) years after the Grantee's Severance Date to exercise the Option, and (c) the Option, to the extent exercisable for the 3three-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3three-year period; • if the termination of the Grantee’s employment is the result of the Grantee’s death or Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of a termination by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates his.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below), the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 30 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date), and (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for exercised during the 30-day period following the Severance Date and not exercised during such periodDate, shall terminate at the close of business on the last day of the 30-day period; • if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, and (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for exercised during the 3-year period following the Severance Date and not exercised during such periodDate, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of the Grantee’s death or Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years after the Grantee’s Severance Date to exercise the Option, and (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for exercised during the 3-year period following the Severance Date and not exercised during such periodDate, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of a termination by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates hishis service to the Corporation (other than in connection with a Change in Control Event or certain similar reorganization events), the Option shall not be subject to Section 4.2 herein.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below)Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): apply: • other than as expressly provided below in this Section 4.24.3, (a) the Grantee will have until the date that is 30 days 3 months after his or her Severance Termination Date (as defined below) to exercise the Option (or portion thereof) to the extent that it was vested on the Severance DateTermination Date (after giving effect to any accelerated vesting that may apply pursuant to Section 4.4), (b) the Option, to the extent not vested on the Severance Termination Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 30-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day period; • if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Termination Date, and (c) the Option, to the extent exercisable for the 3-year month period following the Severance Termination Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year month period; and • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years 12 months after the Grantee’s Severance Termination Date to exercise the OptionOption (or portion thereof) to the extent that it was vested on the Termination Date (after giving effect to any accelerated vesting that may apply pursuant to Section 4.4), (b) the Option, to the extent not vested on the Severance Termination Date, shall terminate on the Severance Termination Date, and (c) the Option, to the extent exercisable for the 312-year month period following the Severance Termination Date and not exercised during such period, shall terminate at the close of business on the last day of the 312-year month period; • if . In all events the Option is subject to earlier termination on the Expiration Date of the Grantee’s Option or as contemplated by Section 4.2. The Administrator shall be the sole judge of whether the Grantee continues to render employment is the result or services for purposes of a termination by the Corporation or a Subsidiary for Cause (as defined below), the this Option (whether vested or not) shall terminate on the Severance Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates hisAgreement.