Common use of Termination of Options Clause in Contracts

Termination of Options. The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee’s Separation, all Options will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2023, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

Termination of Options. The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee’s Separation, all Options that are exercisable at the time of (or become exercisable after) such Change in Control will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 2020 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 20232020, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

Termination of Options. The A. This Section 7.A will apply unless and until the Grantee makes a valid Vesting Continuation Election pursuant to the Agreement Regarding LINTA Awards and Section 5 of such agreement becomes applicable. If this Section 7.A is then applicable, the Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to has not then occurred and the Grantee’s Separation, all Options will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s 's Separation occurs prior to the Close of Business on December 31, 2023 2014 (i) on account of a termination of the Grantee’s 's employment for Cause or service for Cause(ii) on account of a termination of the Grantee's employment by the Grantee without Good Reason, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (cb) If (i) the Grantee’s 's Separation occurs after does not occur prior to the Close of Business on December 31, 20232014, or (ii) in the absence of a Change in Control after the Grant Date, occurs prior to the Grantee’s 's Separation, or (iii) a Change in Control has not then occurred and the Grantee's Separation occurs (A) on account of a termination of the Grantee’s 's employment or service without Cause, (B) on account of a termination of the Grantee’s 's employment or service by the Grantee with or without for Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all the Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s 's Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above)Separation. Notwithstanding any period of time referenced in this Section 8 7.A or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term. B. This Section 7.B. will apply if the Grantee makes a valid Vesting Continuation Election pursuant to the Agreement Regarding LINTA Awards and Section 5 of such agreement becomes applicable. If this Section 7.B is then applicable, the Options will terminate at the time specified below: (a) If a Change in Control has not then occurred and the Grantee's Separation from Splitco occurs prior to the Close of Business on December 31, 2014 (i) on account of a termination of the Grantee's employment with Splitco for Cause or (ii) on account of a termination of the Grantee's employment with Splitco by the Grantee without Good Reason, all Options that are not exercisable as of the Close of Business on the date of Grantee's Separation from Splitco will terminate at that time and all Options that are exercisable as of the Close of Business on the date of the Grantee's Separation from Splitco will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation from Splitco. (b) If (i) the Grantee's Separation from Splitco does not occur prior to the Close of Business on December 31, 2014, (ii) a Change in Control occurs prior to the Grantee's Separation from Splitco, or (iii) a Change in Control has not then occurred and the Grantee's Separation from Splitco occurs (A) on account of a termination of the Grantee's employment with Splitco without Cause, (B) on account of a termination of the Grantee's employment with Splitco by the Grantee for Good Reason, or (C) by reason of the death or Disability of the Grantee, the Options will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee's Separation from Splitco as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above (or as provided in Section 5 of the Agreement Regarding LINTA Awards) on such date of Separation from Splitco. Notwithstanding any period of time referenced in this Section 7.B or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

Termination of Options. The Options will terminate at This Option shall expire as set forth above and may not be exercised later than the time specified belowExpiration Date. Notwithstanding the foregoing, this Option may not be exercised after the first to occur of the following: (ai) If a Change in Control occurs after five years from the Grant Date but prior to of Grant, if on such date the Grantee’s SeparationOptionee owns directly or by attribution under the Code, all Options will terminate at the expiration shares possessing more than ten percent (10%) of the Term.total combined voting power of all classes of stock of inTEST; (bii) Ifthe date set by the Board of Directors of inTEST (the "Board of Directors") to be an accelerated expiration date after a finding by the Board of Directors that a change in the financial accounting treatment for options from that in effect on the date the Plan was adopted materially adversely affects inTEST or, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 on account of a termination determination of the Grantee’s Board of Directors, may materially adversely affect inTEST in the foreseeable future, provided the Board of Directors may take whatever action, including acceleration of any exercise provisions, it deems necessary should it make the determination referred to above (iii) expiration of one (1) year from the date the Optionee's employment or service with inTEST (or any of its Affiliates) terminates for Causeany reason other than if the Optionee has been discharged from employment with inTEST for Cause (as defined in the Plan), all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation.in which case, this Option shall expire immediately; or (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2023, or (iiiv) in the absence event of a "Change in Control after Control" (as defined in the Grant DatePlan), the Grantee’s Separation occurs expiration date of any Option which has vested may be accelerated to a date not earlier than thirty (A30) on account days after notice of a termination of such acceleration is given to the Grantee’s employment or service without CauseOptionee, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are and any Option which has not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Termterminated.

Termination of Options. The Options will terminate at the time specified below: (a) If a Change Subject to earlier termination as provided in Control occurs after the Grant Date but prior other provisions of this Agreement, the Options and all rights hereunder with respect thereto, to the Grantee’s Separationextent such rights shall not have been exercised, all Options will shall terminate at and become null and void on December 31, 2012 (the expiration of the “Option Term”). (b) IfUpon termination of Optionee’s employment or engagement with the Company by reason of Optionee’s death, in then the absence Options held by Optionee to the extent not exercisable on the date of a Change in Control after Optionee’s death shall terminate on the Grant Datedate of Optionee’s death. The Options, to the Granteeextent exercisable on the date of Optionee’s Separation death, may be exercised by Optionee’s estate, provided that such exercise occurs prior to the Close earlier of: (i) ninety (90) days after the expiration of Business on December 31any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, 2023 on account of a termination or (ii) the expiration of the Grantee’s employment or service for Cause, all Option Term. The Options that are not vested and held by Optionee to the extent exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will Optionee’s death shall terminate at the Close of Business on the first Business Day following the expiration end of the 90-day period that began on the date earliest of the Grantee's Separationperiods specified in clauses (i) and (ii) of the immediately preceding sentence. (c) If Upon termination of Optionee’s employment or engagement with the Company by reason of “permanent disability” (as determined by the Board, or if Optionee has an employment or engagement agreement with the Company, then as determined pursuant to the applicable provisions of said agreement, if any), then the Options held by Optionee to the extent not exercisable on the date of Optionee’s termination shall terminate on the date of Optionee’s termination. The Options, to the extent exercisable on the date of Optionee’s termination, may be exercised by Optionee (or his personal representative), provided that such exercise occurs prior to the earlier of: (i) the Grantee’s Separation occurs ninety (90) days after the Close expiration of Business on December 31, 2023any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination expiration of the Grantee’s employment or service without Cause, (B) on account of a termination of Option Term. The Options held by Optionee to the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and extent exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will Optionee’s termination shall terminate at the expiration end of the Term. In any event in which Options remain exercisable for a period of time following the date earliest of the Granteeperiods specified in clauses (i) and (ii) of the immediately preceding sentence. (d) Upon termination of Optionee’s Separation employment or engagement with the Company for “cause” (as provided abovedetermined by the Board, or if Optionee has an employment or engagement agreement with the Company, then as determined pursuant to the applicable provisions of said agreement, if any), the Options may be exercised during such period of time by Optionee, but only to the extent that the same Options were vested outstanding and exercisable as provided in Section 3 above on such the date of Separation Optionee’s termination, provided that such exercise occurs within both the remaining Option Term and within ninety (after giving effect 90) days from the date of Optionee’s termination. The Options held by Optionee to the application extent exercisable on the date of Section 7 Optionee’s termination shall terminate at the end of the Option Term or ninety (90) days after Optionee’s termination, whichever is earlier. The Options held by Optionee to the extent not exercisable on the date of Optionee’s termination shall terminate on the date of Optionee’s termination. (e) If Optionee’s employment with the Company is terminated by Company for other than death, “permanent disability” or “cause” (as such terms are used in paragraphs (c) and (d) above). Notwithstanding any period ) or if Optionee resigns from employment with the Company, the Options, to the extent exercisable on the date of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that Optionee’s termination, may be construed exercised by Optionee, provided that such exercise occurs prior to the contraryearlier of: (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, the Options will in any event terminate not later than upon or (ii) the expiration of the Option Term. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the earliest of the periods specified in clauses (i) and (ii) of the immediately preceding sentence. The treatment and consideration of all unvested Options held by Optionee on the date of Optionee’s termination shall be determined by the Board in its sole discretion.

Termination of Options. The Options will terminate at the time specified below: (a) Any Options that are not exercisable as of the Close of Business on the date of the Grantee’s Separation for any reason, including as a result of death, Disability, termination by the Company for Cause, termination by the Company without Cause or termination by the Grantee with or without Good Reason, will automatically terminate as of the Close of Business on the date of Separation. (b) If a Change in Control occurs after the Grant Date December 24, 2014 but prior to the Grantee’s Separation, all Options that are exercisable at the time of (or become exercisable after) such Change in Control will terminate at the expiration of the Term. (bc) If, in the absence of If a Change in Control after the Grant DateDecember 24, 2014 has not then occurred and the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 2019 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (cd) If (i) the Grantee’s Separation occurs after does not occur prior to the Close of Business on December 31, 20232019, or (ii) in the absence of a Change in Control after the Grant DateDecember 24, 2014 has not then occurred and the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above)Separation. Notwithstanding any period of time referenced in this Section 8 7 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

Termination of Options. The Options will may not be exercised to any extent after termination of the Options in one of the ways, whichever first occurs, set forth below in this Section 5. A. The Options shall terminate at upon the time specified belowexercise of such Options in the manner provided in this Agreement and the 2009 Plan, whether or not the Shares are ultimately delivered. B. Except as may otherwise be provided in Section 5, Subsection C below for the earlier termination of the Options, the Options and all rights and obligations thereunder shall expire ten (10) years after the date of this Agreement. C. If, prior to exercise, expiration, surrender or cancellation of the Options, the Employee’s employment terminates, the Options shall terminate in accordance with the 2009 Plan except as follows: (1) by reason of Disability or Retirement, then the Options shall terminate not later than (a) If a Change in Control occurs five (5) years after the Grant Date but prior to the Grantee’s Separation, all Options will terminate at the expiration date of the Term. such termination of employment or (b) Ifthe end of the Option’s term, in whichever occurs first. In the absence event of a Change in Control the death of the Employee after the Grant Datesuch termination of employment, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business shall terminate on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on earlier to occur of: (i) three (3) years after the date of the Grantee's Separation. (c) If (i) the GranteeEmployee’s Separation occurs after the Close of Business on December 31, 2023, death; or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination end of the GranteeOption’s employment or service without Causeterm, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in during which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised by the person or persons to whom the Employee’s rights shall pass by will or by the applicable laws of descent or distribution. (2) by reason of death, then the Options shall terminate three (3) years after the date of the Employee’s death, during such which period the Options may be exercised at any time by the person or persons to whom the Employee’s rights shall pass by will or by the applicable laws of time only to descent or distribution. (3) by reason of termination of employment by the extent Company for Cause or termination of employment by the same were vested and exercisable as provided in Section 3 above Employee, then all Options shall terminate on such date of Separation termination of employment. (after giving effect 4) by reason of termination of employment by the Company without Cause, then all unvested Options shall terminate on the date of such termination of employment and all vested Options shall terminate on the six (6) month anniversary of the date of such termination of employment. D. The Employee’s right to retain any Options following termination of employment under this Section 5 is subject in all cases to the application of Section 7 above). Notwithstanding any requirement that the Employee has been employed with the Company for a period of time referenced at least two (2) years on the date of such termination of employment, or three (3) years in this Section 8 or any other provision the case of this Agreement or any other agreement that may be construed to Retirement, unless otherwise determined by the contrary, the Options will Company in any event terminate not later than upon the expiration of the Termits sole discretion.

Termination of Options. The Options will terminate at the time specified below: (a) If a Change Except as provided herein (including, without limitation, Section 3 hereof), in Control occurs after the Grant Date but prior Plan or in any employment or service contract then in effect between the Company or its successor and the Grantee, if the Grantee ceases to be employed by, or provide service to, the Company or any of its subsidiaries for any reason before the Options become vested, any Options that have not yet vested shall automatically terminate and shall be forfeited as of the date on which the Grantee ceases to be employed by, or provide service to, the Company or the Grantee’s Separationemployer. For the avoidance of doubt, all Options will terminate at the expiration of the Term. (b) Ifexcept as provided herein, in the absence of a Change Plan or in Control after any employment or service contract then in effect between the Grant Date, Company or its successor and the Grantee’s Separation occurs prior to , in the Close event of Business on December 31, 2023 on account of a termination of the Grantee’s employment or service for Cause, all Options that are (whether or not vested in breach of local labor laws and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2023, whether or (ii) in the absence of a Change in Control after the Grant Datenot later found to be invalid), the Grantee’s Separation occurs (A) on account right to vest in the Options under the Plan, if any, will terminate effective as of a termination of the date that the Grantee is no longer employed by, or providing service to, the Company or the Grantee’s employer and will not be extended by any notice period mandated under local law (e.g., employment or service without Cause, (B) on account would not include a period of a termination “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Grantee is no longer employed or providing service for purposes of the Grantee’s Option grant. No payment shall be made with respect to any unvested Options that are forfeited as described in this Section 5. (b) Options shall be exercisable only during the term of the Option as long as the Grantee remains continuously employed by or providing service to the Company or any of its subsidiaries or any successor thereof. Notwithstanding the preceding sentence, as long as the Option's term has not expired, an Option which is otherwise exercisable in accordance with its provisions shall be exercisable: (i) for a period ending ninety (90) days after the Grantee has terminated his or her continuous employment with the Company or service any of its subsidiaries or any successor thereof; or (ii) for a period ending ninety (90) days after the removal or resignation of the Grantee from the Board or the board of any parent entity, subsidiary or any successor thereof on which such Grantee has served; or (iii) by the Grantee with or without Good Reason, or (C) by reason of the death or Disability estate of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation within one (1) year after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided abovedeath, if the Options may be exercised during such period Grantee should die while in the continuous employment of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 Company or its subsidiaries or any other provision successor thereof or while serving on the board of this Agreement the Company or any other agreement that may be construed to parent entity, subsidiary or any successor thereof; or (iv) within one (1) year after the contraryGrantee’s employment with the Company or any of its subsidiaries or any successor thereof terminates, if the Options will Grantee becomes disabled during continuous employment with the Company or any of its subsidiaries or any successor thereof and such Disability (as such term is defined in any event terminate not later than upon the expiration Plan) is the cause of the Termtermination.

Termination of Options. The Options will terminate at the time specified below: (a) If a Change in Control occurs may not be exercised to any extent after the Grant Date but prior to the Grantee’s Separation, all Options will terminate at the expiration termination of the TermOptions in one of the ways, whichever first occurs, set forth below in this Section 5. (b) If, A. The Options shall terminate upon the exercise of such Options in the absence manner provided in this Agreement and the 2009 Plan, whether or not the Shares are ultimately delivered. B. Except as may otherwise be provided in Section 5, Subsection C below for the earlier termination of a Change in Control the Options, the Options and all rights and obligations thereunder shall expire ten (10) years after the Grant Date. C. If, prior to exercise, expiration, surrender or cancellation of the Options, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 on account of a termination of the GranteeEmployee’s employment terminates, the Options shall terminate in accordance with the 2009 Plan except as follows: (1) by reason of Disability or service for CauseRetirement, all then the Options that are not vested and exercisable as of the Close of Business on shall terminate (a) five (5) years after the date of Separation will terminate at that time and all Options that are vested and exercisable as such termination of employment or (b) the end of the Close Option’s term, whichever occurs first. In the event of Business the death of the Employee after such termination of employment, the Options shall terminate on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on earlier to occur of: (i) three (3) years after the date of the Grantee's Separation. (c) If (i) the GranteeEmployee’s Separation occurs after the Close of Business on December 31, 2023, death; or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination end of the GranteeOption’s employment or service without Causeterm, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in during which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised by the person or persons to whom the Employee’s rights shall pass by will or by the applicable laws of descent or distribution. (2) by reason of death, then the Options shall terminate (a) three (3) years after the date of the Employee’s death or (b) the end of the Option’s term, whichever occurs first, during such which period the Options may be exercised at any time by the person or persons to whom the Employee’s rights shall pass by will or by the applicable laws of time only to descent or distribution. (3) by reason of termination of employment by the extent Company for Cause or termination of employment by the same were vested and exercisable as provided in Section 3 above Employee, then all Options shall terminate on such date of Separation termination of employment. (after giving effect 4) by reason of termination of employment by the Company without Cause, then all unvested Options shall terminate on the date of such termination of employment and all vested Options shall terminate on (a) the six (6) month anniversary of the date of such termination of employment or (b) the end of the Option’s term, whichever occurs first. D. The Employee’s right to retain any Options following termination of employment under this Section 5 is subject in all cases to the application of Section 7 above). Notwithstanding any requirement that the Employee has been employed with the Company for a period of time referenced at least two (2) years on the date of such termination of employment, or three (3) years in this Section 8 or any other provision the case of this Agreement or any other agreement that may be construed to Retirement, unless otherwise determined by the contrary, the Options will Company in any event terminate not later than upon the expiration of the Termits sole discretion.

Termination of Options. The Options will terminate terminate, prior to the expiration of the Term, at the time times specified below: (a) If a Change Subject to any longer period of exercisability provided for in Control occurs after Section 7(b) of this Agreement or in Section 9 of the Grant Date but prior to Employment Agreement, if the Grantee’s Separation, all Options will terminate at the expiration of the Term. 's employment with QVC is terminated other than (bi) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 on account of a termination by QVC for Cause or (ii) by reason of the Grantee’s employment 's death or service for CauseDisability, all then the Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that which began on the date of termination of the Grantee's employment. (b) Subject to any longer period of exercisability provided for in Section 9 of the Employment Agreement, if the Grantee dies while employed by QVC (or prior to the Close of Business on the first Business Day following the expiration of the 90-day period which began on the date of termination of the Grantee's employment), the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period which began on the date of the Grantee's Separationdeath. (c) If (i) Subject to any longer period of exercisability provided for in Section 9 of the Employment Agreement, if the Grantee’s Separation occurs after the Close of Business on December 31, 2023, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s 's employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) QVC terminates by reason of Disability, then the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of will terminate at the Close of Business on the date of Separation after giving effect to first Business Day following the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as expiration of the Close of Business one-year period which began on the date of Separation after giving effect termination of the Grantee's employment. (d) Subject to any longer period of exercisability provided for in Section 9 of the provisions of Sections 3 and 7 above Employment Agreement, if the Grantee's employment with QVC is terminated by QVC for Cause, then the Options will terminate at the expiration immediately upon such termination of the TermGrantee's employment. In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s Separation 's employment as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to termination of the application of Section 7 above)Grantee's employment. Notwithstanding any period of time referenced in this Section 8 7 or any other provision of this Section 7 or the Employment Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not no later than upon the expiration of the Term.

Termination of Options. The Options will terminate at the time specified below: (a) If a Change Unless an earlier termination date occurs as specified in Control occurs after this Section 3, the Grant Date but prior to the Grantee’s Separation, all Options will terminate at expire and become unexercisable (whether or not then exercisable) on the expiration tenth (10th) anniversary of the TermEffective Date (the “Expiration Date”). (b) If, If Grantee’s employment with the Company is terminated by the Company for Cause (as such term is defined in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs Employment Agreement) prior to the Close of Business on December 31, 2023 on account of Expiration Date or by the Grantee for any reason other than a termination of Constructive Termination (as such term is defined in the Grantee’s employment or service for Cause, Employment Agreement) prior to the Expiration Date: (i) all Options that are have not vested and otherwise become exercisable as of the Close of Business on the date of Separation the termination of Grantee’s employment will immediately terminate at that time and become unexercisable; and (ii) all Options that are vested have become exercisable will terminate and exercisable as of the Close of Business become unexercisable on and after the date of Separation will terminate at the Close of Business on the first Business Day sixty (60) days following the expiration of the 90-day period that began on the date of the termination of Grantee's Separation’s employment. (c) If Subject to Section 2(c) above, if Grantee’s employment with the Company is terminated for any reason other than as set forth in Section 3(b) hereof (including if due to death or disability (as such term is defined in the Employment Agreement)): (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2023, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are have not vested and otherwise become exercisable as of the Close date of Business the termination of Grantee’s employment will continue to become exercisable pursuant to Section 2; provided, however, that such Options will terminate and become unexercisable on the earlier of the Expiration Date or the first (1st) anniversary of the date of Separation after giving effect to the provisions termination of Sections 3 Grantee’s employment; and 7 above will terminate at that time, and (ii) all Options that are vested and have become exercisable as of the Close date of Business the termination of Grantee’s employment will terminate and become unexercisable on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration earlier of the Term. In any event in which Options remain exercisable for a period Expiration Date or the first (1st) anniversary of time following the date of the termination of Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Termemployment.

Termination of Options. The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee’s Separation, all Options that are exercisable at the time of (or become exercisable after) such Change in Control will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 2020 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 20232020, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.. Liberty TripAdvisor Annual Option

Termination of Options. The Options will terminate at the time specified below: (a) If a Change Unless an earlier termination date occurs as specified elsewhere in Control occurs after this Section 3, the Grant Date but prior to Options shall expire and become unexercisable (whether or not then exercisable) on the Grantee’s Separation, all Options will terminate at the expiration tenth (10th) anniversary of the TermEffective Date (the “Expiration Date”). (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 on account of a termination of the If Grantee’s employment with the Company is terminated due to death, Permanent Disability (as such term is defined in the Employment Agreement) or service for Cause, retirement: (i) all Options that are have not otherwise vested and become exercisable as of the Close of Business on Termination Date (as such term is defined in the date of Separation will Employment Agreement) shall terminate at that time and become unexercisable; and (ii) all Options that are have vested and become exercisable as of the Close of Business Termination Date shall terminate and become unexercisable on the date earlier of Separation will terminate at (A) the Close of Business on the first Business Day following the expiration of the 90-day period that began on Expiration Date or (B) the date of that is 180 days after the Grantee's SeparationTermination Date. (c) If Grantee’s employment with the Company is terminated by the Company for Cause (as such term is defined in the Employment Agreement) prior to the Expiration Date, all Options, whether or not vested, shall immediately terminate and become unexercisable as of the Termination Date. (d) If Grantee’s employment with the Company is terminated for any reason other than as set forth in Section 3(b) or 3(c): (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2023, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are have not otherwise vested and become exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 Termination Date shall terminate and 7 above will terminate at that time, become unexercisable; and (ii) all Options that are have vested and become exercisable as of the Close of Business Termination Date shall terminate and become unexercisable on the date earlier of Separation after giving effect to (A) the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following Expiration Date or (B) the date of that is 30 days after the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation Termination Date. (after giving effect to the application of Section 7 above). e) Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement, if the stockholders of the Company do not approve the terms of this Agreement on or any other agreement that may be construed to the contrarybefore December 31, 2008, the Options will in any event shall automatically terminate not later than upon at the expiration close of the Termbusiness on December 31, 2008.

Termination of Options. The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee’s Separation, all Options that are exercisable at the time of (or become exercisable after) such Change in Control will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 2020 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 20232020, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

Termination of Options. The A. This Section 7.A will apply unless and until the Grantee makes a valid Vesting Continuation Election pursuant to the Employment Agreement and Section 6 of such agreement becomes applicable. If this Section 7.A is then applicable, the Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to has not then occurred and the Grantee’s Separation, all Options will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s 's Separation occurs prior to the Close of Business on December 31, 2023 2014 (i) on account of a termination of the Grantee’s 's employment for Cause or service for Cause(ii) on account of a termination of the Grantee's employment by the Grantee without Good Reason, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (cb) If (i) the Grantee’s 's Separation occurs after does not occur prior to the Close of Business on December 31, 20232014, or (ii) in the absence of a Change in Control after the Grant Date, occurs prior to the Grantee’s 's Separation, or (iii) a Change in Control has not then occurred and the Grantee's Separation occurs (A) on account of a termination of the Grantee’s 's employment or service without Cause, (B) on account of a termination of the Grantee’s 's employment or service by the Grantee with or without for Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all the Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s 's Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above)Separation. Notwithstanding any period of time referenced in this Section 8 7.A or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term. B. This Section 7.B. will apply if the Grantee makes a valid Vesting Continuation Election pursuant to the Employment Agreement and Section 6 of such agreement becomes applicable. If this Section 7.B is then applicable, the Options will terminate at the time specified below: (a) If a Change in Control has not then occurred and the Grantee's Separation from LINTA occurs prior to the Close of Business on December 31, 2014 (i) on account of a termination of the Grantee's employment with LINTA for Cause or (ii) on account of a termination of the Grantee's employment with LINTA by the Grantee without Good Reason, all Options that are not exercisable as of the Close of Business on the date of Grantee's Separation from LINTA will terminate at that time and all Options that are exercisable as of the Close of Business on the date of the Grantee's Separation from LINTA will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation from LINTA. (b) If (i) the Grantee's Separation from LINTA does not occur prior to the Close of Business on December 31, 2014, (ii) a Change in Control occurs prior to the Grantee's Separation from LINTA, or (iii) a Change in Control has not then occurred and the Grantee's Separation from LINTA occurs (A) on account of a termination of the Grantee's employment with LINTA without Cause, (B) on account of a termination of the Grantee's employment with LINTA by the Grantee for Good Reason, or (C) by reason of the death or Disability of the Grantee, the Options will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee's Separation from LINTA as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 above (or as provided in Section 6 of the Employment Agreement) on such date of Separation from LINTA. Notwithstanding any period of time referenced in this Section 7.B or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

Termination of Options. The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee’s Separation, all Options will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2023 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2023, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

Termination of Options. The Options will terminate at the time specified below: (a) Any Options that are not exercisable as of the Close of Business on the date of the Grantee's Separation for any reason, including as a result of death, Disability, termination by the Company for Cause, termination by the Company without Cause or termination by the Grantee with or without Good Reason, will automatically terminate as of the Close of Business on the date of Separation. (b) If a Change in Control occurs after the Grant Date December 24, 2014 but prior to the Grantee’s 's Separation, all Options that are exercisable at the time of (or become exercisable after) such Change in Control will terminate at the expiration of the Term. (bc) If, in the absence of If a Change in Control has not then occurred after the Grant DateDecember 24, 2014 and the Grantee’s 's Separation occurs prior to the Close of Business on December 31, 2023 2019 on account of a termination of the Grantee’s 's employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (cd) If (i) the Grantee’s 's Separation occurs after does not occur prior to the Close of Business on December 31, 20232019, or (ii) in the absence of a Change in Control has not then occurred after the Grant DateDecember 24, 2014 and the Grantee’s 's Separation occurs (A) on account of a termination of the Grantee’s 's employment or service without Cause, (B) on account of a termination of the Grantee’s 's employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s 's Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above)Separation. Notwithstanding any period of time referenced in this Section 8 7 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.