Common use of Termination of Options Clause in Contracts

Termination of Options. (a) Subject to earlier termination as provided in the other provisions of this Agreement, the Options and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on July 12, 2015 (the “Option Term”). (b) Upon the death of Optionee, the Options may be exercised, but only to the extent that the Options were outstanding and exercisable on the date of death, by Optionee’s estate, provided that such exercise occurs within both the remaining Option Term and six months after Optionee’s death. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at the end of the Option Term or six months after Optionee’s death, whichever is earlier. The Options held by Optionee to the extent not exercisable on the date of Optionee’s death shall terminate upon Optionee’s death. (c) 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), the Options may be exercised by Optionee, but only to the extent that the Options were outstanding and exercisable on the date of Optionee’s termination, provided that such exercise occurs within both the remaining Option Term and within six months from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the Option Term or six months 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. (d) Upon Optionee’s termination of employment or engagement with the Company by resignation or upon termination of Optionee’s employment or engagement with the Company for cause (as that term is defined in the Plan), all Options granted to Optionee shall terminate on the date of termination of employment or engagement. (e) If Optionee’s employment or engagement with the Company terminates for any reason other than as described in paragraphs (b), (c) or (d) of this Section 3, 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, provided that such exercise occurs within both the remaining Option Term and within three months from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the Option Term or three months after Optionee’s termination, whichever is earlier. Notwithstanding the foregoing, if Optionee’s employment or engagement with the Company is terminated by the Company without “Cause” or due to “Constructive Termination” (as those terms are defined in the Amended and Restated Employment Agreement between Optionee and the Company, effective as of July 1, 2007), the Options held by Optionee to the extent exercisable on the date of Optionee’s termination may be exercised by Optionee until, and shall terminate upon, the earlier of (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or (ii) the expiration of the Option Term.

Termination of Options. In the event of the termination of Employee’s employment by the Company without Cause prior to the Expiration Date, notwithstanding anything herein or in any stock option agreement to the contrary, (a) Subject the Employee’s right to earlier termination purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan shall immediately fully vest and become exercisable, (b) the exercise period in which Employee may exercise his options to purchase Company common stock shall be extended to the duration of their original term, as provided if Employee remained an employee of the Company, and the terms of such options shall be deemed amended to take into account the foregoing provisions. For purposes of clarity, Employee and Company agree that the occurrence of a Change in Control shall not affect the other provisions of this AgreementSection. In the event of a termination of Employee’s employment with the Company for Cause, options granted and not exercised as of the Termination Date shall terminate immediately and be null and void. In the event of a termination of Employee’s employment with the Company due to the Employee’s death, or Disability, the Options and all rights hereunder with respect thereto, Employee’s (or his estate’s or legal representative’s) right to purchase shares of Common Stock of the Company pursuant to any stock option or stock option plan to the extent such rights vested as of the Termination Date shall not have been exercised, shall terminate and become null and void on July remain exercisable for a period of twelve (12, 2015 () months following the “Option Term”). (b) Upon the death of Optionee, the Options may be exercisedTermination Date, but only to in no event after the extent that the Options were outstanding and exercisable on the date of death, by Optionee’s estate, provided that such exercise occurs within both the remaining Option Term and six months after Optionee’s death. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at the end expiration of the Option Term or six months after Optionee’s death, whichever is earlierexercise period. The Options held by Optionee to In the extent not exercisable on event of the date of Optionee’s death shall terminate upon Optionee’s death. (c) Upon voluntary termination of OptioneeEmployee’s employment or engagement with the Company by reason the Employee (other than in connection with a Change in Control) or the termination of permanent disability (as determined by the BoardEmployee’s employment on or after the Expiration Date, or if Optionee has an employment or engagement agreement with the Company, then as determined Employee’s right to purchase shares of Common Stock of the Company pursuant to the applicable provisions of said agreement, if any), the Options may be exercised by Optionee, but only any stock option or stock option plan to the extent that the Options were outstanding and exercisable on the date of Optionee’s termination, provided that such exercise occurs within both the remaining Option Term and within six months from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end vested as of the Option Term or six months after Optionee’s termination, whichever is earlier. The Options held by Optionee to the extent not Termination Date shall remain exercisable on the date for a period of Optionee’s termination shall terminate on the date of Optionee’s termination. (d) Upon Optionee’s termination of employment or engagement with the Company by resignation or upon termination of Optionee’s employment or engagement with the Company for cause (as that term is defined in the Plan), all Options granted to Optionee shall terminate on the date of termination of employment or engagement. (e) If Optionee’s employment or engagement with the Company terminates for any reason other than as described in paragraphs (b), (c) or (d) of this Section 3, 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, provided that such exercise occurs within both the remaining Option Term and within three months from following the date of Optionee’s termination. The Options held by Optionee to Termination Date, but in no event after the extent exercisable on the date of Optionee’s termination shall terminate at the end expiration of the Option Term or three months after Optionee’s termination, whichever is earlierexercise period. Notwithstanding the foregoing, if Optioneein the event of a Change in Control (as defined above), and the Employee’s employment or engagement with the Company is terminated by the Company without “Cause” or due Employee elects to “Constructive Termination” terminate his employment (as those terms are defined in the Amended and Restated Employment Agreement between Optionee and the Company, effective as subject to Section 4 of July 1, 2007this Agreement), the Options held by Optionee to the extent granted hereunder shall become immediately vested and exercisable on the date in accordance with Section 4 of Optionee’s termination may be exercised by Optionee until, this Agreement and shall terminate upon, the earlier any provisions of (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or (ii) equity compensation plan pursuant to which the expiration of the Option TermOptions are granted.

Termination of Options. (a) Subject to earlier termination as provided in the other provisions of this Agreement, the Options and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on July 12December 31, 2015 2012 (the “Option Term”). (b) Upon the death of Optionee, the Options may be exercised, but only to the extent that the Options were outstanding and exercisable on the date of death, by Optionee’s estate, provided that such exercise occurs within both the remaining Option Term and six months after Optionee’s death. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at the end of the Option Term or six months after Optionee’s death, whichever is earlier. The Options held by Optionee to the extent not exercisable on the date of Optionee’s death shall terminate upon Optionee’s death. (c) Upon termination of Optionee’s employment or engagement with the Company by reason of permanent disability (as determined by the BoardCompany’s Compensation Committee, 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 by Optionee, but only to the extent that the Options were outstanding and exercisable on the date of Optionee’s termination, provided that such exercise occurs within both the remaining Option Term and within six months from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the Option Term or six months 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. (d) Upon Optionee’s termination of employment or engagement with the Company by resignation (other than for “good reason” as such term is defined in Optionee’s employment agreement with the Company) or upon termination of Optionee’s employment or engagement with the Company for cause “cause” (as that term is defined in determined by the PlanCompany’s Compensation Committee, 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), all Options granted to Optionee shall terminate on the date of termination of employment or engagement. (e) If Optionee’s employment or engagement with the Company terminates for any reason other than as described in paragraphs (b), (c) or (d) of this Section 3, 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, provided that such exercise occurs within both the remaining Option Term and within three months from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the Option Term or three months after Optionee’s termination, whichever is earlier. Notwithstanding the foregoing, if Optionee’s employment or engagement with the Company is terminated by the Company without “Cause” or due to “Constructive Termination” (as those terms are defined in the Amended and Restated Employment Agreement between Optionee and the Company, effective as of July 1, 2007), the Options held by Optionee to the extent exercisable on the date of Optionee’s termination may be exercised by Optionee until, and shall terminate upon, the earlier of (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or (ii) the expiration of the Option Term.

Termination of Options. (a) Subject to earlier termination as provided in the other provisions of this Agreement, the Options and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on July 12December 31, 2015 2014 (the “Option Term”). (b) Upon the death termination of Optionee’s employment or engagement with the Company by reason of Optionee’s death, the Options may be exercised, but only held by Optionee to the extent that the Options were outstanding and not exercisable on the date of Optionee’s death shall terminate on the date of Optionee’s death. The Options, to the extent exercisable on the date of Optionee’s death, may be exercised by Optionee’s estateestate or beneficiaries, personal representative or heirs, provided that such exercise occurs within both prior to the remaining Option Term and six months earlier of: (i) one hundred eighty (180) days after the date of Optionee’s death, or (ii) the expiration of the Option Term. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at the end of the Option Term or six months after Optionee’s death, whichever is earlier. The Options held by Optionee to earliest of the extent not exercisable on periods specified in clauses (i) and (ii) of the date of Optionee’s death shall terminate upon Optionee’s deathimmediately preceding sentence. (c) Upon termination of Optionee’s employment or engagement with the Company by reason of “permanent disability disability” (as determined by the BoardCompany’s Compensation Committee, 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 held by Optionee, but only Optionee to the extent that not exercisable on the Options were outstanding and 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 personal representatives, provided that such exercise occurs within both prior to the remaining Option Term and within six months from earlier of: (i) one hundred eighty (180) days after the date of Optionee’s termination, 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 Option Term or six months after earliest of the periods specified in clauses (i) and (ii) of the immediately preceding sentence. (d) Upon Optionee’s terminationtermination of employment or engagement with the Company either by resignation or upon termination of Optionee’s employment or engagement with the Company for “cause” (as determined by the Company’s Compensation Committee, whichever is earlier. The 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), all the Options held by Optionee to the extent not exercisable on the date of Optionee’s termination shall terminate on such date, and all Options held by Optionee to the extent exercisable on such date shall terminate on the date of Optionee’s termination. (d) Upon Optionee’s termination of employment or engagement with the Company by resignation or upon termination of Optionee’s employment or engagement with the Company for cause (as that term is defined in the Plan), all Options granted to Optionee shall terminate on the date of termination of employment or engagement. (e) If Optionee’s employment or engagement with the Company terminates for any reason other than as described in paragraphs (b), (c) or (d) of this Section 3, 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, provided that such exercise occurs within both prior to the remaining Option Term and within three months from earlier of: (i) ninety (90) days after the date of Optionee’s termination, 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 Option Term or three months after Optionee’s termination, whichever is earlier. Notwithstanding earliest of the foregoing, if Optionee’s employment or engagement with the Company is terminated by the Company without “Cause” or due to “Constructive Termination” (as those terms are defined periods specified in the Amended and Restated Employment Agreement between Optionee and the Company, effective as of July 1, 2007), the Options held by Optionee to the extent exercisable on the date of Optionee’s termination may be exercised by Optionee until, and shall terminate upon, the earlier of clauses (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or and (ii) the expiration of the Option Termimmediately preceding sentence.

Termination of Options. If Tenant fails to pay any ---------------------- option consideration pursuant to paragraph 1(c) (a4) Subject within five (5) business days after written notice from Landlord that such consideration is due, all of Tenant's options to earlier termination as provided in the other provisions of lease additional space pursuant to this Agreement, the Options and all rights hereunder with respect thereto, to the extent such rights paragraph 1(c) shall not have been exercised, shall automatically terminate and become null be of no further force (and void on July 12, 2015 (the “Option Term”). (b) Upon the death Tenant shall in such event of Optionee, the Options may be exercised, but only to the extent that the Options were outstanding and exercisable on the date of death, by Optionee’s estate, provided that such exercise occurs within both the remaining Option Term and six months after Optionee’s death. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at the end termination of the Option Term options to lease, be relieved of any obligation to make any further payments of option consideration regardless of their scheduled payment date). However, Tenant may at any time terminate its option as to any or six months after Optionee’s deathall of the additional space then subject to Tenant's option by delivering written notice to Landlord identifying the additional space as to which the option is terminated, whichever is earlier. The Options held by Optionee in which event the option consideration shall be reduced to the extent not exercisable on the date of Optionee’s death shall terminate upon Optionee’s death. (c) 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 amount equal to the applicable provisions rate set forth in paragraph 1(c)(4) multiplied by the remaining rentable square feet of said agreement, if anyadditional space which duly remains subject to Tenant's option. If any lease of additional space commences within the six-month period following any scheduled date of payment of option consideration for that space (and Tenant paid that option consideration for that space), Tenant shall be entitled to a pro rata credit against the Options may be exercised by Optionee, but only rent for such additional space equal in amount to (i) the option consideration paid for that six-month period allocable to the extent that additional space as to which the Options were outstanding and exercisable on lease is so commencing multiplied by (ii) the percentage of the six-month option period which will remain after the commencement date of Optionee’s terminationthe lease as to such additional space. In all events, provided that such exercise occurs within both the remaining Option Term and within six months from the date of Optionee’s termination. The Options held by Optionee Tenant's option to the extent exercisable on the date of Optionee’s termination lease additional space shall terminate at the end of the Option Term or six months 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 automatically terminate on the date of Optionee’s termination. (d) Upon Optionee’s termination of employment or engagement with the Company by resignation or upon termination of Optionee’s employment or engagement with the Company for cause (as that term is defined in the Plan), all Options granted to Optionee shall terminate on the date of termination of employment or engagement. (e) If Optionee’s employment or engagement with the Company terminates for any reason other than as described in paragraphs (b), (c) or (d) of this Section 3, 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, provided that such exercise occurs within both the remaining Option Term and within three months from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end last day of the Option Term or three months after Optionee’s termination, whichever is earlierInitial Term. Notwithstanding Tenant shall pay the foregoing, if Optionee’s employment or engagement with the Company is terminated by the Company without “Cause” or due to “Constructive Termination” (as those terms are defined in the Amended and Restated Employment Agreement between Optionee and the Company, effective as of July 1, 2007), the Options held by Optionee to the extent exercisable on the date of Optionee’s termination may be exercised by Optionee until, and shall terminate upon, applicable option consideration until the earlier of (i) ninety the date Tenant gives notice of exercise of an option as to an Increment pursuant to this paragraph 1(c), (90ii) days after the expiration date Landlord receives Tenant's notice terminating its option to lease any or all of the additional space pursuant to this paragraph 1(c), or (iii) the termination of Tenant's options to lease due to its failure to pay any “lock-up” option consideration within the five business day notice period applicable to provided above. Notwithstanding the Company’s initial underwritten public offering occurrence of Stock, an event described in clauses (i) or (ii) the expiration above as to only a portion of the Option Termavailable space, Tenant shall continue to pay applicable option consideration with respect to all remaining available space.

Termination of Options. (a) Subject to earlier termination as provided in the other provisions of this Agreement, the Options and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on July 12, 2015 Start Date + 8 Years (the “Option Term”). (b) Upon the death of Optionee, the Options may be exercised, but only to the extent that the Options were outstanding and exercisable on the date of death, by Optionee’s estate, provided that such exercise occurs within both the remaining Option Term and six months after Optionee’s death. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at the end of the Option Term or six months after Optionee’s death, whichever is earlier. The Options held by Optionee to the extent not exercisable on the date of Optionee’s death shall terminate upon Optionee’s death. (c) 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), the Options may be exercised by Optionee, but only to the extent that the Options were outstanding and exercisable on the date of Optionee’s termination, provided that such exercise occurs within both the remaining Option Term and within six months from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the Option Term or six months 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. (d) Upon Optionee’s termination of employment or engagement with the Company by resignation or upon termination of Optionee’s employment or engagement with the Company for cause (as that term is defined in the Plan), all Options granted to Optionee shall terminate on the date of termination of employment or engagement. (e) If Optionee’s employment or engagement with the Company terminates for any reason other than as described in paragraphs (b), (c) or (d) of this Section 3, 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, provided that such exercise occurs within both the remaining Option Term and within three months from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the Option Term or three months after Optionee’s termination, whichever is earlier. Notwithstanding the foregoing, if Optionee’s employment or engagement with the Company is terminated by the Company without “Cause” or due to “Constructive Termination” (as those terms are defined in the Amended and Restated Employment Agreement between Optionee and the Company, effective as of July 1, 2007), the Options held by Optionee to the extent exercisable on the date of Optionee’s termination may be exercised by Optionee until, and shall terminate upon, the earlier of (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or (ii) the expiration of the Option Term.

Termination of Options. (a) Subject to earlier termination as provided in the other provisions of this Agreement, the Options and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on July 12April 27, 2015 2014 (the “Option Term”). (b) Upon the death of Optionee, the Options may be exercised, but only to the extent that the Options were outstanding and exercisable on the date of death, by Optionee’s estate, provided that such exercise occurs within both the remaining Option Term and six months after Optionee’s death. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at the end of the Option Term or six months after Optionee’s death, whichever is earlier. The Options held by Optionee to the extent not exercisable on the date of Optionee’s death shall terminate upon Optionee’s death. (c) 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), the Options may be exercised by Optionee, but only to the extent that the Options were outstanding and exercisable on the date of Optionee’s termination, provided that such exercise occurs within both the remaining Option Term and within six months from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the Option Term or six months 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. (d) Upon Optionee’s termination of employment or engagement with the Company by resignation or upon termination of Optionee’s employment or engagement with the Company for cause (as that term is defined in the Plan), all Options granted to Optionee shall terminate on the date of termination of employment or engagement. (e) If Optionee’s employment or engagement with the Company terminates for any reason other than as described in paragraphs (b), (c) or (d) of this Section 3, 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, provided that such exercise occurs within both the remaining Option Term and within three months from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the Option Term or three months after Optionee’s termination, whichever is earlier. Notwithstanding the foregoing, if Optionee’s employment or engagement with the Company is terminated by the Company without “Cause” or due to “Constructive Termination” (as those terms are defined in the Amended and Restated Employment Agreement between Optionee and the Company, effective as of July 1, 2007), the Options held by Optionee to the extent exercisable on the date of Optionee’s termination may be exercised by Optionee until, and shall terminate upon, the earlier of (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or (ii) the expiration of the Option Term.

Termination of Options. (a) Subject to earlier termination as provided in the other provisions of this Agreement, the Options and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on July 12December 31, 2015 ___(the “Option Term”). (b) Upon the death termination of Optionee’s service as a director of the Company by reason of Optionee’s death, the Options may be exercised, but only held by Optionee to the extent that the Options were outstanding and not exercisable on the date of Optionee’s death shall terminate on the date of Optionee’s death. The Options, to the extent exercisable on the date of Optionee’s death, may be exercised by Optionee’s estate, provided that such exercise occurs within both prior to the remaining earlier of: (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Common Stock, or (ii) the expiration of the Option Term and six months after Optionee’s deathTerm. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at the end of the Option Term or six months after earliest of the periods specified in clauses (i) and (ii) of the immediately preceding sentence. (c) Upon termination of Optionee’s deathservice as a director of the Company by reason of “permanent disability” (as determined by the Board), whichever is earlier. The the Options held by Optionee to the extent not exercisable on the date of Optionee’s death termination shall terminate upon on the date of Optionee’s deathtermination. The Options, to the extent exercisable on the date of Optionee’s termination, may be exercised by the Optionee (or the Optionee’s guardian or legal representative), provided that such exercise occurs prior to the earlier of: (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Common Stock, 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. (cd) Upon Optionee’s termination of Optionee’s employment or engagement with service as a director of the Company by reason resignation or upon removal of permanent disability (Optionee as determined by a director of 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)Company for cause, the Options may be exercised by Optionee, but only to the extent that the Options were outstanding and exercisable on the date of Optionee’s termination, provided that such exercise occurs within both the remaining Option Term and within six months ninety (90) days from the date of Optionee’s termination. The Options held by Optionee to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the Option Term or six months 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. (de) Upon Optionee’s termination of employment or engagement with the Company by resignation or upon termination of Optionee’s employment or engagement with service as a director of the Company for cause (as that term is defined in the Plan), all Options granted to Optionee shall terminate on the date of termination of employment or engagement. (e) If Optionee’s employment or engagement with the Company terminates for any reason other than as described provided in paragraphs (b), (c) or through (d) of this Section 3above, 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, provided that such exercise occurs within both the remaining Option Term and within three months from the date of Optionee’s termination. The Options held by Optionee prior to the extent exercisable on the date of Optionee’s termination shall terminate at the end of the Option Term or three months after Optionee’s termination, whichever is earlier. Notwithstanding the foregoing, if Optionee’s employment or engagement with the Company is terminated by the Company without “Cause” or due to “Constructive Termination” (as those terms are defined in the Amended and Restated Employment Agreement between Optionee and the Company, effective as of July 1, 2007), the Options held by Optionee to the extent exercisable on the date of Optionee’s termination may be exercised by Optionee until, and shall terminate upon, the earlier of of: (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Common Stock, 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.

Termination of Options. (a) Subject to earlier termination as provided in the other provisions of this Agreement, the Options and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on July 12December 31, 2015 2013 (the “Option Term”). (b) Upon the death termination of Optionee’s employment or engagement with the Company by reason of Optionee’s death, the Options may be exercised, but only held by Optionee to the extent that the Options were outstanding and not exercisable on the date of Optionee’s death shall terminate on the date of Optionee’s death. The Options, to the extent exercisable on the date of Optionee’s death, maybe exercised by Optionee’s estateestate or beneficiaries, personal representative or heirs, provided that such exercise occurs within both prior to the remaining Option Term and six months earlier of: (i) one hundred eighty (180) days after the date of Optionee’s death, or (ii) the expiration of the Option Term. The Options held by Optionee to the extent exercisable on the date of Optionee’s death shall terminate at the end of the Option Term or six months after Optionee’s death, whichever is earlier. The Options held by Optionee to earliest of the extent not exercisable on periods specified in clauses (i) and (ii) of the date of Optionee’s death shall terminate upon Optionee’s deathimmediately preceding sentence. (c) Upon termination of Optionee’s employment or engagement with the Company by reason of “permanent disability disability” (as determined by the BoardCompany’s Compensation Committee, 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 held by Optionee, but only Optionee to the extent that not exercisable on the Options were outstanding and 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 personal representatives, provided that such exercise occurs within both prior to the remaining Option Term and within six months from earlier of: (i) one hundred eighty (180) days after the date of Optionee’s termination, 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 Option Term or six months after earliest of the periods specified in clauses (i) and (ii) of the immediately preceding sentence. (d) Upon Optionee’s terminationtermination of employment or engagement with the Company either by resignation or upon termination of Optionee’s employment or engagement with the Company for “cause” (as determined by the Company’s Compensation Committee, whichever is earlier. The 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), all the Options held by Optionee to the extent not exercisable on the date of Optionee’s termination shall terminate on such date, and all Options held by Optionee to the extent exercisable on such date shall terminate on the date of Optionee’s termination. (d) Upon Optionee’s termination of employment or engagement with the Company by resignation or upon termination of Optionee’s employment or engagement with the Company for cause (as that term is defined in the Plan), all Options granted to Optionee shall terminate on the date of termination of employment or engagement. (e) If Optionee’s employment or engagement with the Company terminates for any reason other than as described in paragraphs (b), (c) or (d) of this Section 3, 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, provided that such exercise occurs within both prior to the remaining Option Term and within three months from earlier of: (i) ninety (90) days after the date of Optionee’s termination, 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 Option Term or three months after Optionee’s termination, whichever is earlier. Notwithstanding earliest of the foregoing, if Optionee’s employment or engagement with the Company is terminated by the Company without “Cause” or due to “Constructive Termination” (as those terms are defined periods specified in the Amended and Restated Employment Agreement between Optionee and the Company, effective as of July 1, 2007), the Options held by Optionee to the extent exercisable on the date of Optionee’s termination may be exercised by Optionee until, and shall terminate upon, the earlier of clauses (i) ninety (90) days after the expiration of any “lock-up” period applicable to the Company’s initial underwritten public offering of Stock, or and (ii) the expiration of the Option Termimmediately preceding sentence.