Common use of Termination of Option Clause in Contracts

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three months after the date on which the Optionee ceases to be a Service Provider for any reason other than by reason of (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Cause; (iii) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (ii) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider for any reason is terminated other than by reason of (A) cause, which, by the Company or a Related Entity for purposes of this Agreement, shall be as defined in the Employment Agreement ("Justifiable Cause"), (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service by the Company or a Related Entity for Justifiable Cause; (iii) twelve months after the date on which the Optionee's ’s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (iv) (A) twelve months after the date of termination of the Optionee's ’s Continuous Service by reason of the death of the Optionee, or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Section 6(a)(iii) hereof; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1A) the liquidation or dissolution of the Company, or (2B) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survivesurvive or the Shares are exchanged for or converted into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor corporationor acquiring entity, or a parent or subsidiary of such successor corporationan affiliate thereof, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 11(c) of the Plan, and (ii) the Board or the Committee in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in which Section 11(c) of the Company does survivePlan, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider for any reason is terminated other than by reason of (A) cause, which, by the Company or a Related Entity for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service by the Company or a Related Entity for Cause; (iii) twelve months after the date on which the Optionee's ’s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (iv) (A) twelve months after the date of termination of the Optionee's ’s Continuous Service by reason of the death of the Optionee, or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Section 6(a)(iii) hereof; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1A) the liquidation or dissolution of the Company, or (2B) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survivesurvive or the Shares are exchanged for or converted into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor corporationor acquiring entity, or a parent or subsidiary of such successor corporationan affiliate thereof, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 10(c) of the Plan, and (ii) the Board or the Committee in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in which Section 9(b)(i) of the Company does survivePlan, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three (3) months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider for any reason is terminated other than by reason of (A) causeCause, which, solely for purposes of this Agreement, shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee’s Continuous Service by reason of the Optionee’s willful misconduct or gross negligence, (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board Committee or the CommitteeBoard, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service for Cause; (iii) twelve (12) months after the date on which the Optionee's ’s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board Committee or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Board; (iv) twelve (12) months after the date of termination of the Optionee's ’s Continuous Service by reason of the death of the Optionee; or (v) the tenth (10th) anniversary of the date as Date of which the Option is grantedGxxxx. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survivesurvive or the Shares are converted into or exchanged for securities issued by another entity, unless the successor corporationor acquiring entity, or a parent or subsidiary an affiliate of such successor corporationor acquiring entity, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 10(c)(ii) of the Plan, and (ii) the Board Committee or the Committee Board in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in Subsection 9(b)(ii) of the Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board Committee or the Committee Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three months immediately upon termination of the Optionee's employment with the Company for "Cause," as such term is defined in the employment agreement between the Company and the Optionee; (ii) ninety (90) days after Optionee's voluntary termination of his employment with the Company; (iii) ninety (90) days after the date on which the Optionee ceases to be a Service Provider for any reason other than Optionee's employment with the Company is terminated by reason of a mental or physical disability (Awithin the meaning of Section 22(e) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability of the Optionee Code) as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Cause; (iii) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Company; (iv) twelve months ninety (90) days after the date of termination of the Optionee's Service employment with the Company by reason of the death of the Optionee; or (v) December 31, 2007; (vi) provided however, if Optionee's employment with the tenth anniversary Company is terminated by the Company without Cause or by the Optionee for Good Reason (as defined in Optionee's employment agreement) any unvested portion of this Option shall become immediately vested and exercisable on such date and the Option shall terminate on December 31, 2007. All references herein to the termination of the date as Optionee's employment shall, in the case of which an Optionee who is not an employee of the Option is grantedCompany or a Subsidiary, refer to the termination of the Optionee's service with the Company. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1i) the liquidation or dissolution of the Company, or (2ii) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (iiright pursuant to Section 7(c) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such datehereof. The Board or the Committee Company shall give written notice of any proposed transaction referred to in this Section 6(b5(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b5(b). (c) For The Company may in its sole discretion accelerate the purposes vesting of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share any Shares subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the this Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) three months after the fifth (5th) anniversary of the date on as of which the Optionee ceases to be Option is granted [Insert: “the tenth (10th) anniversary” if this Option is being granted for service as a Service Provider director] for any reason other than (A) by the Company for Cause or (B) by reason of (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee;’s Disability or death; or (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service with the Company for Cause;; or (iii) twelve months after the date on which the Optionee's ’s Continuous Service with the Company is terminated by reason of Disability as determined a Disability; or (iv) twelve months after the date of termination of the Optionee’s Continuous Service with the Company by a medical doctor satisfactory to reason of the Board or the Committee Optionee’s death (or, if later, three months after the date on which the Optionee dies shall die if such death shall occur during such twelvethe one-month periodyear period specified in paragraph (iii) of this Section 6); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survivesurvive or the outstanding shares of Common Stock are converted into or exchanged for securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor corporationor acquiring entity, or a parent or subsidiary an affiliate of such successor corporationor acquiring entity, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 10(c) of the Plan, and (ii) the Board or the Committee in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in Subsection 8(b)(i) of the Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the This Option shall automatically and without notice terminate and become null and void at on the time of the earliest to occur of: fifth (i5th) three months after the date on which the Optionee ceases to be a Service Provider for any reason other than by reason of (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Cause; (iii) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as Date of which the Option is grantedGrant. (b) To the extent not previously exercised, (i) the this Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survive, or the Company’s outstanding shares are converted into or exchanged for securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor corporationor acquiring entity, or a parent or subsidiary of such successor corporationor acquiring entity, assumes the this Option or substitutes an equivalent option or rightright pursuant to Section 6 below, and (ii) the Board or the Committee of Directors in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of a corporate transaction described in Section 5(b)(A) below in which the Company does survive, the this Option (or portion thereof) that remains unexercised on such date. The Board or the Committee of Directors shall give written notice of any proposed transaction referred to in this Section 6(b5(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the this Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction)exercisable. The Optionee may condition his exercise of the this Option upon the consummation of a transaction referred to in this Section 6(b5(b). (A) As used in Section 5(b) above, a corporate transaction in which the Company does survive shall mean the approval by the shareholders of the Company of a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities, or a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale (any such event being referred to as a “Corporate Transaction”) is subsequently abandoned). (c) For Notwithstanding anything to the purposes of Section 6(b) hereofcontrary contained in this Agreement, the Option merger of the Company with and into SinoFresh Acquisition Corp., a Florida corporation, shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share not constitute a corporate transaction subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset salethis Section 5.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) three months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider for any reason is terminated other than by reason of (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) a mental or physical disability (within the Disability meaning of Internal Revenue Code Section 22(e)) of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service for Cause; (iii) twelve months after the date on which the Optionee's ’s Continuous Service is terminated by reason of Disability a mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (iv) (A) twelve months after the date of termination of the Optionee's ’s Continuous Service by reason of the death of the Optionee, or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Subsection 6(a)(iii) hereof; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does not survivesurvive or the shares of Stock are converted into or exchanged for securities issued by another entity, unless the successor corporationor acquiring entity, or a parent or subsidiary an affiliate of such successor corporationor acquiring entity, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 10(c) of the Plan, and (ii) the Board or the Committee in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form Corporate Transaction described in Subsection 9(b)(i) of corporate transaction the Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. [INSERT IN FORM OF DIRECTOR OPTIONS ONLY (a) Any Notwithstanding anything in the Plan to the contrary, any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) the termination of the Optionee’s service as a Director with the Company and its Subsidiaries for Cause; or (ii) Expiration Date]. [INSERT IN FORM OF EMPLOYEE OR CONSULTANT OPTIONS ONLY (b) (a) unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) (i) unless the Committee or the Board otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Service Provider Optionee’s employment with the Company and its Subsidiaries is terminated for any reason other than by reason of (A) causeCause, which, solely for purposes of this Agreement, shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee’s employment by reason of the Optionee’s willful misconduct or gross negligence, (B) a mental or physical disability (within the Disability meaning of Section 22(e) of the Internal Revenue Code) of the Optionee as determined by a medical doctor satisfactory to the Board Committee or the CommitteeBoard, or (C) the death of the Optioneedeath; (ii) (ii) immediately upon the date of the termination of the Optionee's Service ’s employment with the Company and its Subsidiaries for Cause; (iii) (iii) twelve months after the date on which the Optionee's Service ’s employment with the Company and its Subsidiaries is terminated by reason of Disability a mental or physical disability (within the meaning of Section 22(e) of the Internal Revenue Code) as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (iv) (iv) twelve months after the date of termination of the Optionee's Service ’s employment with the Company and its Subsidiaries by reason of the death of the OptioneeOptionee (or three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in paragraph (iii) of this Section 6); or (v) the tenth anniversary of the date as of which the Option is granted[Expiration Date]. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (ii) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider for any reason is terminated other than by reason of (A) cause, which, by the Company or a Related Entity for purposes of this Agreement, shall be as defined in the Employment Agreement ("Justifiable Cause"), (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service by the Company or a Related Entity for Justifiable Cause; (iii) twelve months after the date on which the Optionee's ’s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (iv) (A) twelve months after the date of termination of the Optionee's ’s Continuous Service by reason of the death of the Optionee, or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the twelve month period specified in Section 6(a)(iii) hereof; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1A) the liquidation or dissolution of the Company, or (2B) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survivesurvive or the Shares are exchanged for or converted into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor corporationor acquiring entity, or a parent or subsidiary of such successor corporationan affiliate thereof, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 11(c) of the Plan, and (ii) the Board or the Committee in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in which Section 11(c) of the Company does survivePlan, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his or her exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) unless the Plan Administrator otherwise determines in writing in its sole discretion, three (3) months after the date on which the Optionee ceases to be a Service Provider Optionee's employment with the Company and its Subsidiaries is terminated for any reason other than by reason of (A) causeCause, which, solely for purposes of this AgreementAgreement (and unless otherwise defined in Optionee's employment agreement), shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee's employment by reason of the Optionee's willful misconduct or gross negligence, (B) a mental or physical disability (within the Disability meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended) of the Optionee as determined by a medical doctor satisfactory to the Board Plan Administrator, which Disability has lasted or the Committeecan be expected to last for a continuous period of not less than twelve (12) months, or (C) the death of the Optioneedeath; (ii) immediately upon the date of the termination of the Optionee's Service employment with the Company and its Related Corporations for Cause; (iii) unless the Plan Administrator determines in writing in its sole discretion, twelve (12) months after the date on which the Optionee's Service employment with the Company and its Related Corporations is terminated by reason of Disability a mental or physical disability (within the meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended) as determined by a medical doctor satisfactory to the Board Plan Administrator; (iv) unless the Plan Administrator determines in writing in its sole discretion, twelve (12) months after the date of termination of the Optionee's employment with the Company and its Related Corporations by reason of the death of the Optionee (or the Committee (or, if later, three months after the date on which the Optionee dies shall die if such death shall occur during such twelve-month periodthe one year period specified in paragraph (iii) of this Section 6); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as of which the Option is granted. fifth (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (ii) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction5th), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider with the Company and its Related Entities is terminated for any reason other than by reason of (A) cause, which, termination of the Optionee’s Continuous Service by the Company or a Related Entity for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee's death; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service with the Company and its Related Entities for Cause; (iii) twelve months after the date on which the Optionee's ’s Continuous Service with the Company and its Related Entities is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board or Committee; (iv) twelve months after the Committee date of termination of the Optionee’s Continuous Service with the Company and its Related Entities by reason of the death of the Optionee (or, if later, three months after the date on which the Optionee dies shall die if such death shall occur during such twelve-month periodthe one year period specified in paragraph (iii) of this Section 7); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth sixth anniversary of the date as Date of which the Option is grantedGrant. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in In the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction reorganization in which the Company does not survive, unless or in the successor event of any Change in Control, any outstanding Option may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (a) the continuation of the outstanding Option by the Company, if the Company is a surviving corporation, (b) the assumption or a substitution for the outstanding Option by the surviving corporation or its parent or subsidiary subsidiary, (c) full exercisability or vesting and accelerated expiration of the outstanding Option, or (d) settlement of the value of the outstanding Option in cash or cash equivalents or other property followed by cancellation of such successor corporationAwards (which value, assumes in the case of Options, shall be measured by the amount, if any, by which the Fair Market Value of a Share exceeds the exercise or xxxxx xxxxx of the Option or substitutes an equivalent option or right, and (ii) as of the Board or effective date of the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such datetransaction). The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after the approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the any Option if and to the extent that it are then is exercisable (including any portion of the Option Options that may become exercisable upon the closing date of such transaction). The Optionee may condition his or her exercise of the any Option upon the consummation of a transaction referred to the transaction. The treatment of any outstanding Options in this Section 6(b). (c) For the purposes event of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, any merger, consolidationconsolidation or other reorganization in which the Company does not survive, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganizationevent of any Change in Control shall comply with all applicable law, merger, consolidation, or asset sale by holders of Common Stock for each Share held on including the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset saleOrdinance.

Termination of Option. (a) Any unexercised portion of the This Option shall automatically and without notice terminate and become null and void at on the time of the earliest to occur of: fifth (i5th) three months after the date on which the Optionee ceases to be a Service Provider for any reason other than by reason of (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Cause; (iii) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as Date of which the Option is grantedGrant. (b) To the extent not previously exercised, (i) the this Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survive, or the Company’s outstanding shares are converted into or exchanged for securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor corporationor acquiring entity, or a parent or subsidiary of such successor corporationor acquiring entity, assumes the this Option or substitutes an equivalent option or rightright pursuant to Section 6 below, and (ii) the Board or the Committee of Directors in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of a corporate transaction described in Section 5(b)(A) below in which the Company does survive, the this Option (or portion thereof) that remains unexercised on such date. The Board or the Committee of Directors shall give written notice of any proposed transaction referred to in this Section 6(b5(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the this Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction)exercisable. The Optionee may condition his exercise of the this Option upon the consummation of a transaction referred to in this Section 6(b5(b). (A) As used in Section 5(b) above, a corporate transaction in which the Company does survive shall mean the approval by the shareholders of the Company of a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, or a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale (any such event being referred to as a “Corporate Transaction”) is subsequently abandoned). (c) For Notwithstanding anything to the purposes of Section 6(b) hereofcontrary contained in this Agreement, the Option merger of the Company with and into SinoFresh Acquisition Corp., a Florida corporation, shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share not constitute a corporate transaction subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset salethis Section 5.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Optionee's Continuous Service Provider with the Company and its Related Entities is terminated for any reason other than by reason of (A) cause, which, by the Company or a Related Entity for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee's death; (ii) immediately upon the date of the termination of the Optionee's Continuous Service with the Company and its Related Entities for Cause; (iii) twelve months after the date on which the Optionee's Continuous Service with the Company and its Related Entities is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (iv) twelve months after the date of termination of the Optionee's Continuous Service with the Company and its Related Entities by reason of the death of the OptioneeOptionee (or, if later, three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in paragraph (iii) of this Section 6); [or] (v) the tenth anniversary of the date as of which the Option is granted[.] [; or] [(vi) immediately in the event that the Optionee shall file any lawsuit or arbitration claim against the Company or any Subsidiary, or any of their respective officers, directors or shareholders.] (b) To the extent not previously exercised, (i) the Option shall terminate immediately in In the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction reorganization in which the Company does not survive, unless or in the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (ii) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation event of any reorganizationChange in Control, merger, consolidation, asset sale or other form as defined in Section 9(b) of corporate transaction in which the Company does survivePlan, the Option may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (a) the continuation of the Option by the Company, if the Company is a surviving corporation, (b) the assumption or portion thereofsubstitution for, as those terms are defined in Section 9(b)(iv) that remains unexercised on such dateof the Plan, the outstanding Option by the surviving corporation or its parent or subsidiary, (c) full exercisability or vesting and accelerated expiration of the Option, or (d) settlement of the value of the Option in cash or cash equivalents or other property followed by cancellation of the Option (which value shall be measured by the amount, if any, by which the Fair Market Value of a Share exceeds the exercise or xxxxx xxxxx of the Option as of the effective date of the transaction). The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after the approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the portion of the Option if and to the extent that it is then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b)the transaction. (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Service Provider Optionee's employment with the Company is terminated for any reason other than by reason of (A) causeCause, which, solely for purposes of this Agreement, shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee's employment by reason of the Optionee's willful misconduct or gross negligence, (B) a mental or physical disability (within the Disability meaning of Section 22(e) of the Internal Revenue Code) of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optioneedeath; (ii) immediately upon the date of the termination of the Optionee's Service employment with the Company and its Subsidiaries for Cause; (iii) twelve months after the date on which the Optionee's Service employment with the Company and its Subsidiaries is terminated by reason of Disability a mental or physical disability (within the meaning of Section 22(e) of the Internal Revenue Code) as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (iv) (A) twelve months after the date of termination of the Optionee's Service employment with the Company and its Subsidiaries by reason of the death of the Optionee, or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Subsection 6(a)(iii) hereof; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of of: (1i) the liquidation or dissolution of the Company, ; or (2ii) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (iiright pursuant to Section 10(c) of the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such datePlan. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee Optionees may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent any Options that it then is are exercisable (including any portion of the Option Options that may become exercisable upon the closing date of such transaction). The An Optionee may condition his exercise of the any Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion Both the vested and unvested portions of the Option shall terminate on the earliest of the following dates as provided below: (a) automatically and without further notice terminate and become null and void at the time of the earliest to occur of: three (i3) three months after the date on upon which the Optionee ceases to be an employee of the Company or a Service Provider for any reason other than by reason Subsidiary, unless the cessation of employment (Ai) causeis a result of the death, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability permanent disability or normal retirement of the Optionee (as determined under a retirement program sponsored by a medical doctor satisfactory to the Board Company or the Committee, Subsidiary) or (Cii) occurs in a manner described in (d) or (e) below; (b) automatically and without further notice three (3) years after the date of the death or permanent disability of the Optionee while an employee of the Company or a Subsidiary or three (3) years after the date of normal retirement of the Optionee (as determined under a retirement program sponsored by the Company or the Subsidiary); (c) automatically and without further notice one (1) year after death of the Optionee, if the Optionee dies after the termination of employment with the Company or a Subsidiary and prior to the termination of the Option; (iid) immediately automatically and without further notice upon the date of the termination of the Optionee's Service ’s employment for Cause; (iiie) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to if the Board or the Committee (orshall so determine, if laterthe Optionee, three months either during employment by the Company or a Subsidiary or within two (2) years after termination of such employment, shall become an employee of a competitor of the date on which Company or a Subsidiary or shall engage in any other conduct that is competitive with the Company or a Subsidiary; in addition if the Board or the Committee shall so determine, the Optionee dies if shall, forthwith upon notice of such death shall occur during such twelve-month period); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exerciseddetermination, (i) return to the Company, in exchange for payment by the Company of the Option shall terminate immediately in Price paid therefor, all the event Common Shares that the Optionee has not disposed of that were purchased pursuant to this Agreement within a period of one (1) year prior to the liquidation or dissolution date of the Company, or (2) any reorganization, merger, consolidation, asset sale commencement of such employment or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or rightcompetitive conduct, and (ii) with respect to any Common Shares so purchased that the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancelOptionee has disposed of, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which pay to the Company does survive, in cash the difference between (1) the Option Price and (or portion thereof2) that remains unexercised the Market Value Per Share of the Common Shares on such datethe date of exercise. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee within which to exercise the Option if and to To the extent that such amounts are not paid to the Company, the Company may set off the amounts so payable to it then is exercisable (including against any portion of the Option amounts that may become exercisable upon be owing from time to time by the closing date Company or a Subsidiary to the Optionee, whether as wages, deferred compensation or vacation pay or in the form of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b).any other benefit or for any other reason; or (cf) For ten years after the purposes Date of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset saleGrant.

Termination of Option. (a) Any unexercised portion of the This Option shall automatically and without notice terminate and become null and void at on the time of the earliest to occur of: fifth (i5th) three months after the date on which the Optionee ceases to be a Service Provider for any reason other than by reason of (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Cause; (iii) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as Date of which the Option is grantedGrant. (b) To the extent not previously exercised, (i) the this Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survive, or the Company's outstanding shares are converted into or exchanged for securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor corporationor acquiring entity, or a parent or subsidiary of such successor corporationor acquiring entity, assumes the this Option or substitutes an equivalent option or rightright pursuant to Section 6 below, and (ii) the Board or the Committee of Directors in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of a corporate transaction described in Section 5(b)(A) below in which the Company does survive, the this Option (or portion thereof) that remains unexercised on such date. The Board or the Committee of Directors shall give written notice of any proposed transaction referred to in this Section 6(b5(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the this Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction)exercisable. The Optionee may condition his exercise of the this Option upon the consummation of a transaction referred to in this Section 6(b5(b). (A) As used in Section 5(b) above, a corporate transaction in which the Company does survive shall mean the approval by the shareholders of the Company of a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, or a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale (any such event being referred to as a "Corporate Transaction") is subsequently abandoned). (c) For Notwithstanding anything to the purposes of Section 6(b) hereofcontrary contained in this Agreement, the Option merger of the Company with and into SinoFresh Acquisition Corp., a Florida corporation, shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share not constitute a corporate transaction subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset salethis Section 5.

Termination of Option. (a) Any unexercised portion of Unless the Option terminates earlier as provided in this Section 6 the Option shall automatically and without notice terminate and become null and void at the time close of business at the earliest to occur of: (i) three months after Company’s principal business office on the date on which the Optionee ceases to be a Service Provider for any reason other than by reason of (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon day before the date of the termination tenth anniversary of the Optionee's Service Grant Date (the “Option General Expiration Date”). If Optionee ceases to serve as a member of the Board for Cause;any reason the Option shall not continue to vest after such cessation of service as a member of the Board. (iiia) twelve months after If Optionee ceases to serve as a member of the Board due to death or Disability, (i) the portion of the Option that was exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate and become null and void at the close of business at the Company’s principal business office on which the Optionee's Service day that is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board or the Committee six (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period); (iv6) twelve months after the date of termination such death or Disability, but in no event after the Option General Expiration Date; and (ii) the portion of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of Option that was not exercisable on the date as of which the Option is grantedsuch cessation shall be forfeited and become null and void immediately upon such cessation. (b) To If Optionee ceases to serve as a member of the extent not previously exercisedBoard due to Cause, (i) all of the Option shall terminate be forfeited and become null and void immediately in the event upon such cessation, whether or not then exercisable. For purposes of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (ii) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) the term "Cause" means the occurrence of one of the following events: (i) commission of a reasonable period felony or a crime involving moral turpitude or the commission of time as shall be determined by any other act or omission involving dishonesty in the performance of his duties to the Company, an Affiliate or Subsidiary Corporation or fraud; (ii) substantial and repeated failure to perform duties of a member of the Board or a committee of the Committee prior Board on which Optionee serves as reasonably directed by the Board; (iii) gross negligence or willful misconduct with respect to the closing date for such transaction Company; (iv) material breach of any agreement between Optionee and the Company that is not cured within ten (10) days after receipt of written notice thereof from the Company; (v) failure, within ten (10) days after receipt by Optionee of written notice thereof from the Company, to correct, cease or otherwise alter any failure to comply with instructions or other action or omission which notice the Board reasonably believes does or may be given either before materially or after approval adversely affect its business or operations; (vi) misconduct which is of such transaction), in order a serious or substantial nature that Optionee may have a reasonable period likelihood exists that such misconduct will materially injure the reputation of time the Company or its Subsidiary Corporations if Optionee was to remain a member of the Board; (vii) harassing or discriminating against the Company’s employees, customers or vendors in violation of the Company’s policies with respect to such matters; and/or (viii) misappropriation of funds or assets of the Company for personal use or willful violation of Company policies or standards of business conduct as shall be determined in good faith by the Board or the Committee within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b)Board. (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three months after the date on which the Optionee ceases to be a Service Provider an Employee for any reason other than by reason of (A) causeCause, which, solely for purposes of this Agreement, shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee's employment by reason of the Optionee's willful misconduct or gross negligence, (B) the Disability of the Optionee as determined by a medical doctor satisfactory to the Board Committee or the CommitteeBoard, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service service as Employee with the Company and its Subsidiaries for Cause; (iii) twelve months after the date on which the Optionee's Service service as Employee with the Company and its Subsidiaries is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board Committee or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Board; (iv) twelve months after the date of termination of the Optionee's Service service as a Employee with the Company and its Subsidiaries by reason of the death of the OptioneeOptionee (or three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in paragraph (iii) of this Section 5); or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, merger or asset sale or other form (as described in Section 11(c) of corporate transaction the Plan) in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 11(c) of the Plan, and (ii) the Board Committee or the Committee Board in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, merger or asset sale or other form (as described in Section 11(c) of corporate transaction the Plan) in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board Committee or the Committee Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee Administrator prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee Administrator within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three months two years after the date on which the Optionee ceases to be a Service Provider for any reason other than by reason of (A) causeCause, which, solely for purposes of this Agreement, shall be as defined in mean the Employment Agreement ("Cause"), (B) the Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death termination of the Optionee's Service by reason of the Optionee's willful misconduct or gross negligence; (ii) immediately upon the date of the termination of the Optionee's Service for Cause; (iii) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (viii) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, merger or asset sale or other form of corporate transaction in which the Company does not survivesurvive (as described in Section 11(c) of the Plan), unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 11(c) of the Plan, and (ii) the Board Committee or the Committee Board in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, merger or asset sale or other form of corporate transaction in which the Company does survivesurvive (as described in Section 11(c) of the Plan), the Option (or portion thereof) that remains unexercised on such date. The Board Committee or the Committee Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee Administrator prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee Administrator within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any The unexercised portion of the --------------------- Option shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following: (i) the expiration of the Option Term; (ii) the expiration of three months from the date that the Optionee ceases to be an employee of the Company or any of its subsidiaries (other than as a result of an Involuntary Termination (as defined in subparagraph (iii) below) or a Termination For Cause (as defined in subparagraph (iv) below)); provided, however, that if the Optionee shall -------- ------- die during such three-month period, the time of termination of the unexercised portion of the Option shall automatically and without notice terminate and become null and void at be determined in accordance with subparagraph (iii) below; ------------------ /*/ Subject to modification by the time of the earliest Committee to occur of:accommodate performance objectives, if any. (iiii) three the expiration of 12 months after from the date on which that the Optionee ceases to be a Service Provider for any reason other than by reason of (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability an employee of the Optionee Company or any of its subsidiaries as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination result of the Optionee's Service for Cause; death or permanent and total disability (iiiwithin the meaning of Section 22(e)(3) twelve months after of the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board or the Committee Code) (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month periodan "Involuntary Termination"); (iv) twelve months after immediately if the date of termination Optionee ceases to be an employee of the Optionee's Service by reason Company or any of its subsidiaries for any of the death reasons set forth in the second sentence of the Optionee; orsecond paragraph of Section 8.1 of the Plan (any such termination, determined in accordance with paragraph (b) below, a "Termination For Cause"); (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (ii) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of a Special Event (as defined in Section 8.5 of the transaction Plan) if the Optionee's employment will be terminated upon the occurrence thereof (and if holders were offered a choice of consideration, unless the type of consideration chosen by Committee determines not to terminate the holders of a majority or the outstanding SharesOptions in connection with such event), ; provided, however, that if the -------- ------- Optionee's right to exercise the Option prior to such consideration received effective date shall in all events be suspended during the reorganizationperiod commencing 10 days prior to the proposed effective date of such Special Event and ending on either the actual effective date of such Special Event or upon receipt of notice from the Company that such Special Event will not in fact occur; and (vi) the date on which the Option or any part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of descent and distribution), mergerassigned, consolidationpledged, hypothecated, attached or otherwise disposed of by the Optionee, or asset sale is not solely common stock the occurrence of any other event which, pursuant to the terms of Article VIII of the successor corporation or its ParentPlan, the Board or the Committee may, with the consent results in any unexercised portion of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset saleOption becoming null and void.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three months after the date on which the Optionee ceases to be a Service Provider for any reason other than by reason of (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability of the Optionee as determined by a medical doctor satisfactory to the Board Committee or the CommitteeBoard, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Cause; (iii) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board Committee or the Committee Board (or, or if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, merger or asset sale or other form of corporate transaction in which the Company does not survivesurvive (as described in Section 11(c) of the Plan), unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 11(c) of the Plan, and (ii) the Board Committee or the Committee Board in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, merger or asset sale or other form of corporate transaction in which the Company does survivesurvive (as described in Section 11(c) of the Plan), the Option (or portion thereof) that remains unexercised on such date. The Board Committee or the Committee Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee Administrator prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee Administrator within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three (3) months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider for any reason is terminated other than by reason of (A) causeCause, which, solely for purposes of this Agreement, shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee’s Continuous Service by reason of the Optionee’s willful misconduct or gross negligence, (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board Committee or the CommitteeBoard, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service for Cause; (iii) twelve (12) months after the date on which the Optionee's ’s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board Committee or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Board; (iv) twelve (12) months after the date of termination of the Optionee's ’s Continuous Service by reason of the death of the Optionee; or (v) the tenth (10th) anniversary of the date as Date of which the Option is grantedXxxxx. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survivesurvive or the Shares are converted into or exchanged for securities issued by another entity, unless the successor corporationor acquiring entity, or a parent or subsidiary an affiliate of such successor corporationor acquiring entity, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 10(c)(ii) of the Plan, and (ii) the Board Committee or the Committee Board in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in Subsection 9(b)(ii) of the Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board Committee or the Committee Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three months after the date on which the Optionee ceases to be a Service Provider for any reason Optionee's employment is terminated other than by reason of (A) causeCause, which, solely for purposes of this AgreementPlan, shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee's employment by reason of the Optionee's willful misconduct or gross negligence, (B) a mental or physical disability (within the Disability meaning of Internal Revenue Code Section 22(e)) of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service employment for Cause; (iii) twelve months after the date on which the Optionee's Service employment is terminated by reason of Disability a mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (ivA) twelve months after the date of termination of the Optionee's Service employment by reason of the death of the Optionee, or, if later. (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Subsection 6(a)(iii) hereof; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, right pursuant to Section 10(c) of the Plan and (ii) the Board Committee or the Committee Board in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in Subsection 9(b)(i) of the Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board Committee or the Committee Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) unless the Committee or the Board otherwise determines in writing in its sole discretion to provide for a longer period, three months after the date on which the Optionee ceases to be a Service Provider Optionee's employment with the Company is terminated for any reason other than by reason of (A) causeCause, which, solely for purposes of this Agreement, shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee's employment by reason of the Optionee's willful misconduct or gross negligence, (B) a mental or physical disability (within the Disability meaning of Section 22(e) of the Internal Revenue Code) of the Optionee as determined by a medical doctor satisfactory to the Board Committee or the CommitteeBoard, or (C) the death of the Optioneedeath; (ii) immediately upon the date of the termination of the Optionee's Service employment with the Company for Cause; (iii) twelve months after the date on which the Optionee's Service employment with the Company is terminated by reason of Disability a mental or physical disability (within the meaning of Section 22(e) of the Internal Revenue Code) as determined by a medical doctor satisfactory to the Board Committee or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Board; (iv) twelve months after the date of termination of the Optionee's Service employment with the Company by reason of the death of the OptioneeOptionee (or if later, three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in paragraph (c) of this Section 5); or (v) the tenth (10th) anniversary of the date as Date of which the Option is grantedGrant. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (ii) the Board The Committee or the Committee Board, in its sole discretion may by giving written notice (the "cancellation notice") cancel, effective upon the date of the consummation of any Corporate Transaction described in Section 9(b)(ii) of the Plan or the consummation of any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survive, the any Option (or portion thereof) that remains unexercised on such date. The Board or the Committee Such cancellation notice shall give written notice of any proposed transaction referred to in this Section 6(b) be given a reasonable period of time as shall be determined by the Board or the Committee prior to the closing proposed date for of such transaction (which notice cancellation and may be given either before or after approval of such corporate transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or closing date of the Committee corporate transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such corporate transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) unless the Committee or the Board otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Service Provider Optionee's employment with the Company is terminated for any reason other than by reason of (A) causeCause, which, solely for purposes of this Agreement, shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee's employment by reason of the Optionee's willful misconduct or gross negligence, (B) a mental or physical disability (within the Disability meaning of Section 22(e) of the Internal Revenue Code) of the Optionee as determined by a medical doctor satisfactory to the Board Committee or the CommitteeBoard, or (C) the death of the Optioneedeath; (ii) immediately upon the date of the termination of the Optionee's Service employment with the Company for Cause; (iii) twelve months after the date on which the Optionee's Service employment with the Company is terminated by reason of Disability a mental or physical disability (within the meaning of Section 22(e) of the Internal Revenue Code) as determined by a medical doctor satisfactory to the Board Committee or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Board; (iv) twelve months after the date of termination of the Optionee's Service employment with the Company by reason of the death of the Optionee; or Optionee (v) the tenth anniversary of or three months after the date as of on which the Option is grantedOptionee shall die if such death shall occur during the one year period specified in paragraph (iii) of this Section 6). (b) To the extent not previously exercised, : (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, right pursuant to Section 10(c) of the Plan; and (ii) the Board Committee or the Committee Board in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in Subsection 8(b)(i) of the Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board Committee or the Committee Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider for any reason is terminated other than by reason of (A) cause, which, by the Company or a Related Entity for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service by the Company or a Related Entity for Cause; (iii) twelve months after the tenth anniversary of the date on as of which the Option is granted if the Optionee's ’s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (iv) twelve months after the tenth anniversary of the date as of termination of which the Option is granted if the Optionee's ’s Continuous Service is terminated by reason of the death of the Optionee; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survivesurvive or the Shares are exchanged for or converted into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor corporationor acquiring entity, or a parent or subsidiary of such successor corporationan affiliate thereof, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 10(c) of the Plan, and (ii) the Board or the Committee in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in which Section 9(b)(i) of the Company does survivePlan, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of The option and all rights granted by this Option Agreement, to the Option shall automatically and without notice extent those rights have not been exercised, will terminate and become null and void at on the time of the earliest to occur sooner of: (ia) Such date as is ten (10) years from the date of this Option Agreement; (b) The Option Termination Date as defined in Section 1.4 hereof; (c) The date which is three months after the date on which the Optionee Employee ceases to be a Service Provider for any reason in the continuous employ of the Company, if such cessation is by disability, retirement, or dismissal other than by reason of (A) for cause, whichas defined in Section 9.4 of the 2008 Plan, provided that in the event of Employee's cessation of employment under such terms, Employee may exercise such option only to the extent that Employee was entitled to exercise it on the date of Employee's cessation of employment; (d) The date Employee ceases to be in the continuous employ of the Company if such cessation is by voluntary termination or dismissal for cause as defined in Sections 9.3 and 9.4 of the 2008 Plan; (e) The date which is one year following the death of Employee, if Employee dies while employed by the Company or within the three-month period following the termination of such employment if such termination was by disability, retirement, or dismissal other than for cause. In the event of Employee's death under such terms, the person or persons to whom Employee's rights under the option shall pass, whether by will or by the applicable laws of descent and distribution, may exercise such option pursuant to Section 8.7 of the 2008 Plan only to the extent that Employee was entitled to exercise it on the date of Employee's death; or (f) Subject to payment being made by the Company under Section 1.9, the date of a change of control of the Company. A “change in control” of the Company shall have the same meaning that such phrase has under Section 10.2 of the 2008 Plan. For purposes of this Agreementthe foregoing provisions, shall be serving as an Employee of a subsidiary corporation or parent corporation of the Company, as defined in the Employment Agreement ("Cause")2008 Plan, (B) the Disability of the Optionee shall be deemed to be serving as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Cause; (iii) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution an Employee of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (ii) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three months immediately upon termination of the Optionee's employment with the Company for "Cause," as such term is defined in the employment agreement between the Company and the Optionee; (ii) ninety (90) days after Optionee's voluntary termination of his employment with the Company; (iii) ninety (90) days after the date on which the Optionee ceases to be a Service Provider for any reason other than Optionee's employment with the Company is terminated by reason of a mental or physical disability (Awithin the meaning of Section 22(e) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the Disability of the Optionee Code) as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Cause; (iii) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Company; (iv) twelve months ninety (90) days after the date of termination of the Optionee's Service employment with the Company by reason of the death of the Optionee; or (v) December 31, 2007; (vi) provided however, if Optionee's employment with the tenth anniversary Company is terminated by the Company without Cause or by the Optionee for Good Reason (as defined in Optionee's employment agreement), any unvested portion of this Option shall become immediately vested and exercisable on such date and the Option shall terminate on December 31, 2007. All references herein to the termination of the date as Optionee's employment shall, in the case of which an Optionee who is not an employee of the Option is grantedCompany or a subsidiary, refer to the termination of the Optionee's service with the Company. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1i) the liquidation or dissolution of the Company, or (2ii) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right, and (iiright pursuant to Section 7(c) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such datehereof. The Board or the Committee Company shall give written notice of any proposed transaction referred to in this Section 6(b5(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b5(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider for any reason is terminated other than by reason of (A) cause, which, by the Company or a Related Entity for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service by the Company or a Related Entity for Cause; (iii) twelve months after the tenth anniversary of the date on as of which the Option is granted if the Optionee's ’s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (iv) twelve months after the tenth anniversary of the date as of termination of which the Option is granted if the Optionee's ’s Continuous Service is terminated by reason of the death of the Optionee, ; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survivesurvive or the Shares are exchanged for or converted into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor corporationor acquiring entity, or a parent or subsidiary of such successor corporationan affiliate thereof, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 9(c) of the Plan, and (ii) the Board or the Committee in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in which Section 8(b)(i) of the Company does survivePlan, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three months after the date on which the Optionee ceases to be a Service Provider for any reason other than by reason of (A) causeCause, which, solely for purposes of this Agreement, shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee's Service by reason of the Optionee's willful misconduct or gross negligence, (B) the Disability of the Optionee as determined by a medical doctor satisfactory to the Board Committee or the CommitteeBoard, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Cause; (iii) twelve months after the date on which the Optionee's Service is terminated by reason of Disability as determined by a medical doctor satisfactory to the Board Committee or the Committee Board (or, or if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, merger or asset sale or other form of corporate transaction in which the Company does not survivesurvive (as described in Section 11(c) of the Plan), unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 11(c) of the Plan, and (ii) the Board Committee or the Committee Board in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, merger or asset sale or other form of corporate transaction in which the Company does survivesurvive (as described in Section 11(c) of the Plan), the Option (or portion thereof) that remains unexercised on such date. The Board Committee or the Committee Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee Administrator prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee Administrator within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any Except as set forth in Section --------------------- 3(c), the unexercised portion of the Option shall automatically and without notice terminate and shall become null and void at and be of no further force or effect upon the time first to occur of the earliest to occur offollowing: (i) the expiration of the Option Term; (ii) the expiration of three months after from the date on which that the Optionee ceases to be a Service Provider for an employee of the Company or any reason of its subsidiaries (other than by reason as a result of an Involuntary Termination (A) cause, which, for purposes of this Agreement, shall be as defined in subparagraph (iii) below) or a Termination For Cause (as defined in subparagraph (iv) below)); provided, however, that if the Employment Agreement ("Cause")-------- ------- Optionee shall die during such three-month period, (B) the Disability time of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Causeunexercised portion of the Option shall be determined in accordance with subparagraph (iii) below; (iii) twelve the expiration of 12 months after from the date on which that the Optionee ceases to be an employee of the Company or any of its subsidiaries as a result of the Optionee's Service is terminated by reason death or permanent and total disability (within the meaning of Disability as determined by a medical doctor satisfactory to Section 22(e)(3) of the Board or the Committee Code) (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month periodan "Involuntary Termination"); (iv) twelve months after immediately if the date of termination Optionee ceases to be an employee of the Optionee's Service Company or any of its subsidiaries if such termination is for cause or is otherwise attributable to a breach by reason the Optionee of an employee, noncompetition or other similar agreement with the death of the Optionee; orCompany or any such subsidiary (any such termination, determined in accordance with paragraph (b) below, a "Termination For Cause"); (v) the tenth anniversary effective date of a Corporate Transaction (as defined in Section 9.b. of the Plan) to which Section 9.b.(ii) of the Plan (relating to assumptions and substitutions of Options) does not apply; provided, however, that the Optionee's right to exercise the -------- ------- Option prior to such effective date as shall in all events be suspended during the period commencing 10 days prior to the proposed effective date of such Corporate Transaction and ending on either the actual effective date of such Corporate Transaction or upon receipt of notice from the Company that such Corporate Transaction will not in fact occur; and (vi) except to the extent permitted by Section 9.b.(ii) of the Plan, the date on which the Option or any part thereof or right or privilege relating thereto is grantedtransferred (otherwise than by will or the laws of descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of by the Optionee. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event The Board of (1) the liquidation or dissolution Directors of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which Company shall have the Company does not survive, unless the successor corporation, or power to determine what constitutes a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or rightTermination For Cause, and (ii) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") canceldate upon which such Termination For Cause occurs. Any such determination shall be final, effective conclusive and binding upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b)Optionee. (c) For Anything contained herein to the purposes of Section 6(b) hereofcontrary notwithstanding, the Option shall not be considered assumed if, following the reorganization, merger, consolidation, affected by any change of duties or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date position of the transaction Optionee (and if holders were offered including a choice transfer to or from the Company or one of consideration, the type of consideration chosen by the holders of a majority or the outstanding Sharesits subsidiaries), provided, however, that if such consideration received in so long as the reorganization, merger, consolidation, Optionee continues to be an officer or asset sale is not solely common stock employee of the successor corporation Company or one of its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset salesubsidiaries.

Termination of Option. (a) Any Except as set forth in Section 3(d), the --------------------- unexercised portion of the Option shall automatically and without notice terminate and shall become null and void at and be of no further force or effect upon the time first to occur of the earliest to occur offollowing: (i) the expiration of the Option Term; (ii) the expiration of three months after from the date on which that the Optionee ceases to be a Service Provider for an employee of the Company or any reason of its subsidiaries (other than by reason as a result of an Involuntary Termination (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement subparagraph ("Cause"iii) below) or a Termination For Cause (as defined in subparagraph (iv) below)); provided, (B) the Disability of however, that if the Optionee as determined by a medical doctor satisfactory to shall die during such -------- ------- three-month period, the Board or the Committee, or (C) the death time of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service for Causeunexercised portion of the Option shall be determined in accordance with subparagraph (iii) below; (iii) twelve the expiration of 12 months after from the date on which that the Optionee ceases to be an employee of the Company or any of its subsidiaries as a result of the Optionee's Service is terminated by reason death or permanent and total disability (within the meaning of Disability as determined by a medical doctor satisfactory to Section 22(e)(3) of the Board or the Committee Code) (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month periodan "Involuntary Termination"); (iv) twelve months after immediately if the date of termination Optionee ceases to be an employee of the Optionee's Service Company or any of its subsidiaries if such-termination is for cause or is otherwise attributable to a breach by reason the Optionee of an employee, noncompetition or other similar agreement with the death of the Optionee; orCompany or any such subsidiary (any such termination, determined in accordance with paragraph (b) below, a "Termination For Cause"); (v) the tenth anniversary effective date of a Corporate Transaction (as defined in Section 9.b. of the Plan) to which Section 9.b.(ii) of the Plan (relating to assumptions and substitutions of Options) does not apply; provided, however, -------- ------- that the Optionee's right to exercise the Option prior to such effective date as shall in all events be suspended during the period commencing 10 days prior to the proposed effective date of such Corporate Transaction and ending on either the actual effective date of such Corporate Transaction or upon receipt of notice from the Company that such Corporate Transaction will not in fact occur; and (vi) except to the extent permitted by Section 9.b.(ii) of the Plan, the date on which the Option or any part thereof or right or privilege relating thereto is grantedtransferred (otherwise than by will or the laws of descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of by the Optionee. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event The Board of (1) the liquidation or dissolution Directors of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which Company shall have the Company does not survive, unless the successor corporation, or power to determine what constitutes a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or rightTermination For Cause, and (ii) the Board or the Committee in its sole discretion may by written notice ("cancellation notice") canceldate upon which such Termination For Cause occurs. Any such determination shall be final, effective conclusive and binding upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by the Board or the Committee within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b)Optionee. (c) For Anything contained herein to the purposes of Section 6(b) hereofcontrary notwithstanding, the Option shall not be considered assumed if, following the reorganization, merger, consolidation, affected by any change of duties or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date position of the transaction Optionee (and if holders were offered including a choice transfer to or from the Company or one of consideration, the type of consideration chosen by the holders of a majority or the outstanding Sharesits subsidiaries), provided, however, that if such consideration received in so long as the reorganization, merger, consolidation, Optionee continues to be an officer or asset sale is not solely common stock employee of the successor corporation Company or one of its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset salesubsidiaries.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider with the Company and its Related Entities is terminated for any reason other than by reason of (A) cause, which, termination of the Optionee’s Continuous Service by the Company or a Related Entity for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee's death; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service with the Company and its Related Entities for Cause; (iii) twelve months after the date on which the Optionee's ’s Continuous Service with the Company and its Related Entities is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board or Committee; (iv) twelve months after the Committee date of termination of the Optionee’s Continuous Service with the Company and its Related Entities by reason of the death of the Optionee (or, if later, three months after the date on which the Optionee dies shall die if such death shall occur during such twelve-month periodthe one year period specified in paragraph (iii) of this Section ‎6); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth anniversary of the date as of which the Option is granted; or (vi) immediately in the event that the Optionee, if he or she had been an outside Director, shall file any lawsuit or arbitration claim against the Company or any Subsidiary, or any of their respective officers, directors or shareholders. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survivesurvive or the Shares are converted into or exchanged for securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor corporationor acquiring entity, or a parent or subsidiary an affiliate of such successor corporationor acquiring entity, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 10(c) of the Plan, and (ii) the Board or the Committee in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in Subsection 9(b)(i) of the Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) three months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider for any reason is terminated other than by reason of (A) cause, which, for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) a mental or physical disability (within the Disability meaning of Internal Revenue Code Section 22(e)) of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service for Cause; (iii) twelve months after the date on which the Optionee's ’s Continuous Service is terminated by reason of Disability a mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (iv) (A) twelve months after the date of termination of the Optionee's ’s Continuous Service by reason of the death of the Optionee, or , if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Subsection 6(a)(iii) hereof; or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does not survivesurvive or the shares of Stock are converted into or exchanged for securities issued by another entity, unless the successor corporationor acquiring entity, or a parent or subsidiary an affiliate of such successor corporationor acquiring entity, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 10(c) of the Plan, and (ii) the Board or the Committee in its sole discretion may by written notice ("“cancellation notice"”) cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form Corporate Transaction described in Subsection 9(b)(i) of corporate transaction the Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of: (i) three months after the date on which the Optionee ceases to be a Service Provider for any reason Optionee's employment is terminated other than by reason of (A) causeCause, which, solely for purposes of this AgreementPlan, shall be as defined in mean the Employment Agreement ("Cause")termination of the Optionee's employment by reason of the Optionee's willful misconduct or gross negligence, (B) a mental or physical disability (within the Disability meaning of Internal Revenue Code Section 22(e)) of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee; (ii) immediately upon the date of the termination of the Optionee's Service employment for Cause; (iii) twelve months after the date on which the Optionee's Service employment is terminated by reason of Disability mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Board or the Committee (or, if later, three months after the date on which the Optionee dies if such death shall occur during such twelve-month period)Committee; (ivA) twelve months after the date of termination of the Optionee's Service employment by reason of the death of the Optionee; , or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Subsection 6(a)(iii) hereof: or (v) the tenth anniversary of the date as of which the Option is granted. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction in which the Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or rightright pursuant to Section 10(c) of the Plan, and (ii) the Board Committee or the Committee Board in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction described in Subsection 9(b)(i) of the Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Board Committee or the Committee Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.

Termination of Option. (a) Any unexercised portion of the Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur ofof the following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee ceases to be a Optionee’s Continuous Service Provider with the Company and its Related Entities is terminated for any reason other than by reason of (A) cause, which, termination of the Optionee’s Continuous Service by the Company or a Related Entity for purposes of this Agreement, shall be as defined in the Employment Agreement ("Cause"), (B) the a Disability of the Optionee as determined by a medical doctor satisfactory to the Board or the Committee, or (C) the death of the Optionee's death; (ii) immediately upon the date of the termination of the Optionee's ’s Continuous Service with the Company and its Related Entities for Cause; (iii) twelve months after the date on which the Optionee's ’s Continuous Service with the Company and its Related Entities is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Board or Committee; (iv) twelve months after the Committee date of termination of the Optionee’s Continuous Service with the Company and its Related Entities by reason of the death of the Optionee (or, if later, three months after the date on which the Optionee dies shall die if such death shall occur during such twelve-month periodthe one year period specified in paragraph (iii) of this Section 6); (iv) twelve months after the date of termination of the Optionee's Service by reason of the death of the Optionee; or (v) the tenth sixth anniversary of the date as Date of which the Option is grantedGrant. (b) To the extent not previously exercised, (i) the Option shall terminate immediately in In the event of (1) the liquidation or dissolution of the Company, or (2) any reorganization, merger, consolidation, asset sale consolidation or other form of corporate transaction reorganization in which the Company does not survive, unless or in the successor event of any Change in Control, any outstanding Option may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (a) the continuation of the outstanding Option by the Company, if the Company is a surviving corporation, (b) the assumption or a substitution for the outstanding Option by the surviving corporation or its parent or subsidiary subsidiary, (c) full exercisability or vesting and accelerated expiration of the outstanding Option, or (d) settlement of the value of the outstanding Option in cash or cash equivalents or other property followed by cancellation of such successor corporationAwards (which value, assumes in the case of Options, shall be measured by the amount, if any, by which the Fair Market Value of a Share exceeds the exercise or xxxxx xxxxx of the Option or substitutes an equivalent option or right, and (ii) as of the Board or effective date of the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any reorganization, merger, consolidation, asset sale or other form of corporate transaction in which the Company does survive, the Option (or portion thereof) that remains unexercised on such datetransaction). The Board or the Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time as shall be determined by the Board or the Committee prior to the closing date for such transaction (which notice may be given either before or after the approval of such transaction), in order that the Optionee may have a reasonable period of time as shall be determined by prior to the Board or the Committee closing date of such transaction within which to exercise the any Option if and to the extent that it are then is exercisable (including any portion of the Option Options that may become exercisable upon the closing date of such transaction). The Optionee may condition his or her exercise of the any Option upon the consummation of a transaction referred to in this Section 6(b)the transaction. (c) For the purposes of Section 6(b) hereof, the Option shall be considered assumed if, following the reorganization, merger, consolidation, or asset sale, the option or right confers the right to purchase or receive, for each Share subject to the Option immediately prior to the reorganization, merger, consolidation, or asset sale, the consideration (whether stock, cash, or other securities or property) received in the reorganization, merger, consolidation, or asset sale by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority or the outstanding Shares), provided, however, that if such consideration received in the reorganization, merger, consolidation, or asset sale is not solely common stock of the successor corporation or its Parent, the Board or the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the reorganization, merger, consolidation, or asset sale.