Common use of Timing and Duration of Exercise Clause in Contracts

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date (each a “Vesting Date”), with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject to the requirements of subsection (b) below, vested Shares may be exercised after the applicable Vesting Date. Notwithstanding the foregoing, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, (1) the occurrence of a Change of Control that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiaries, or (2) your death, Disability, or Retirement. (b) Except as provided below, the Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after (the “Expiration Date”). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d). If your Termination Date occurs because of Involuntarily Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an Option be exercised after the Expiration Date.

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date (each a “Vesting Date”), with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject to the requirements of subsection (b) below, vested Shares may be exercised after the applicable Vesting Date. Notwithstanding the foregoing, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, (1) the occurrence of a Change of Control that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiaries, or (2) your death, Disability, or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after (the “Expiration Date”). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d). If your Termination Date occurs because of Involuntarily Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date.

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of as follows following the Grant Date (each each, a “Vesting Date”)):____________________, with the vesting of any fractional shares frontloaded to the first such Vesting Date; provided, however, that you continue in the service of the Company from the Grant Date through the applicable Vesting Date. Subject to the requirements of subsection (b) below, vested Shares may be exercised after the applicable Vesting Date. Notwithstanding the foregoing, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, after (1) the occurrence your Termination Date if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change of in Control that occurs while you are employed by or otherwise providing service (as defined in the Plan and as such definition may be amended hereafter) and prior to the Company or one two (2) year anniversary of its subsidiariesthe Change in Control, or (2) your death, Disability, or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries Affiliates or within three months following your Termination Date, but in no event after Expiration Date (the “Expiration Date”). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d12(d)(4). If your Termination Date occurs because of Involuntarily an Involuntary Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act)Reasons, the terms of Plan Section 11(b12(b)(2) shall apply; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in subsection (a) above, the special vesting rules described in subsection (a) shall apply in lieu of the vesting rules described in Plan Section 12(b)(2). Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date. (c) As used in this Section 1.2, the following terms shall have the meanings set forth below:

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the firstand become fully exercisable, second and third anniversaries of the Grant Date (each a “Vesting Date”), with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject subject to the requirements of subsection (b) below, vested Shares may be exercised after on Date (the applicable "Vesting Date"), provided you have continuously provided services to the Company from the Grant Date through the Vesting Date. Notwithstanding the foregoingabove vesting schedule, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part at any time after, (1) the occurrence of a Change of Control that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiaries, or (2) your death, Disability, Disability or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after (10 years minus one day), 2017 (the “"Expiration Date”"). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d). If your Termination Date occurs because of Involuntarily Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date.

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date (each a “Vesting Date”), with the vesting of any fractional shares frontloaded according to the first such following Vesting Date. Subject Dates and, subject to the requirements of subsection (b) below, vested Shares may be exercised after such Vesting Dates to purchase the applicable number of shares of Common Stock set forth opposite each such date: Vesting Date. Date Vested Shares ---------------- ------------- Month, day, year 1/5th Shares Month, day, year 1/5th Shares Month, day, year 1/5th Shares Month, day, year 1/5th Shares Month, day, year 1/5th Shares Notwithstanding the foregoingabove vesting schedule, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, at any time after (1) the occurrence of a Change of Control (as defined in Plan Section 12(a)) that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiaries, or (2) your death, Disabilitydisability (as defined in Plan Section 11(a)) or retirement (as defined in Plan Section 11(a)). If your employment with the Company or its subsidiary is terminated for cause (as defined in Plan Section 11(c)), all of your rights under the Option, whether or Retirementnot vested, shall terminate immediately. (b) Except as provided belowelsewhere in this Agreement, the Option to purchase vested shares Vested Shares must be exercised by you, if at all, while you are providing service to an employee of the Company or one of its subsidiaries or within three months following the termination of your Termination Dateemployment, but in no event after (date + 10 years, minus 1 day) (the “"Expiration Date”"). If your Termination Date occurs employment with the Company or its subsidiary is terminated by reason of your Retirementretirement (as defined in Plan Section 11(a)), death or Disabilitydisability (as defined in Plan Section 11(a)), the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disabilitydisability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date termination of employment and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d). If your Termination Date occurs because of Involuntarily Termination employment with the Company or its subsidiary is terminated involuntarily for Economic Reasons economic reasons as determined by the Chief Executive Officer (Board of Directors or the Committee in the case of an Employee subject to Section 16 of the Exchange Act)Committee, the terms of Plan Section 11(b11(c) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 2 as of your employment Termination Date termination date will be forfeited immediatelyimmediately except as otherwise provided in Section 11(d) of the Plan with respect to Options scheduled to vest within 24 months following involuntary termination for economic reasons. If the Option is not exercised as to all of the vested shares Vested Shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an Option be exercised after the Expiration Dateimmediately.

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of as follows following the Grant Date (each each, a “Vesting Date”)):____________________, with the vesting of any fractional shares frontloaded to the first such Vesting Date; provided, however, that you continue in the service of the Company from the Grant Date through the applicable Vesting Date. Subject to the requirements of subsection (b) below, vested Shares may be exercised after the applicable Vesting Date. Notwithstanding the foregoing, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, after (1) the occurrence your Termination Date if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change of in Control that occurs while you are employed by or otherwise providing service (as defined in the Plan and as such definition may be amended hereafter) and prior to the Company or one two (2) year anniversary of its subsidiariesthe Change in Control, or (2) your death, Disability, or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries Affiliates or within three (Employee Univ NQSO) Page 1 of 28 months following your Termination Date, but in no event after Expiration Date (the “Expiration Date”). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d12(d)(4). If your Termination Date occurs because of Involuntarily an Involuntary Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act)Reasons, the terms of Plan Section 11(b12(b)(2) shall apply; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in subsection (a) above, the special vesting rules described in subsection (a) shall apply in lieu of the vesting rules described in Plan Section 12(b)(2). Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date. (c) As used in this Section 1.2, the following terms shall have the meanings set forth below:

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of on the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date dates set forth below (each a “"Vesting Date”)" and, with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject subject to the requirements of subsection (b) below, vested Shares may be exercised after such Vesting Dates to purchase the applicable number of shares of Common Stock set forth opposite each such date: Vesting Date. Date Vested Shares ------------ ------------- Date <> Shares Date <> Shares Date <> Shares Date <> Shares Date <> Shares Notwithstanding the foregoingabove vesting schedule, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, at any time after (1) the occurrence of a Change of Control that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiaries, or (2) your death, Disability, or Retirement. (b) Except as provided below, the Option to purchase vested shares must be exercised by you, if at all, while you are providing service to an employee of the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after (August 15, 2016) (the “Expiration Date”"EXPIRATION DATE"). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d). If your Termination Date occurs because of Involuntarily Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an Option be exercised after the Expiration Date.

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of as follows following the Grant Date (each each, a “Vesting Date”)): , with the vesting of any fractional shares frontloaded to the first such Vesting Date; provided, however, that you continue in the service of the Company from the Grant Date through the applicable Vesting Date. Subject to the requirements of subsection (b) below, vested Shares may be exercised after the applicable Vesting Date. Notwithstanding the foregoing, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, after (1) the occurrence your Termination Date if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change of in Control that occurs while you are employed by or otherwise providing service (as defined in the Plan and as such definition may be amended hereafter) and prior to the Company or one two (2) year anniversary of its subsidiariesthe Change in Control, or (2) your death, Disability, or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries Affiliates or within three months following your Termination Date, but in no event after Expiration Date (the “Expiration Date”). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d12(d)(4). If your Termination Date occurs because of Involuntarily an Involuntary Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act)Reasons, the terms of Plan Section 11(b12(b)(2) shall apply; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in subsection (a) above, the special vesting rules described in subsection (a) shall apply in lieu of the vesting rules described in Plan Section 12(b)(2). Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date. (c) As used in this Section 1.2, the following terms shall have the meanings set forth below:

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of on the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date dates set forth below (each a “"Vesting Date”)" and, with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject subject to the requirements of subsection (b) below, vested Shares may be exercised after such Vesting Dates to purchase the applicable number of shares of Common Stock set forth opposite each such date; if you continue in the service of the Company from the Grant Date through the Vesting Date. : Vesting Date Vested Shares ---------------- ---------------- ________________ <> Shares ________________ <> Shares ________________ <> Shares ________________ <> Shares ________________ <> Shares Notwithstanding the foregoingabove vesting schedule, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part at any time after, (1) the occurrence of a Change of Control that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiaries, or (2) your death, Disability, or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after ____________________ (the “"Expiration Date”"). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d). If your Termination Date occurs because of Involuntarily Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date.

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of on the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date dates set forth below (each a “"Vesting Date”)" and, with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject subject to the requirements of subsection (b) below, vested Shares may be exercised after such Vesting Dates to purchase the applicable number of shares of Common Stock set forth opposite each such date; if you continue in the service of the Company from the Grant Date through the Vesting Date. : Vesting Date Vested Shares -------------------- ----------------- -------------------- <>Shares -------------------- <>Shares -------------------- <>Shares -------------------- <>Shares -------------------- <>Shares Notwithstanding the foregoingabove vesting schedule, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part at any time after, (1) the occurrence of a Change of Control that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiaries, or (2) your death, Disability, or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after ____________________ (the “"Expiration Date”"). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d). If your Termination Date occurs because of Involuntarily Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date.

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date (each a “Vesting Date”), with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject to the requirements of subsection (b) below, vested Shares may be exercised after the applicable Vesting Date. Notwithstanding the foregoing, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, after (1) the occurrence your Termination Date if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change of in Control that occurs while you are employed by or otherwise providing service (as defined in the Plan and as such definition may be amended hereafter) and prior to the Company or one two (2) year anniversary of its subsidiariesthe Change in Control, or (2) your death, Disability, or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries Affiliates or within three months following your Termination Date, but in no event after Expiration Date (the “Expiration Date”). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d12(d)(4). If your Termination Date occurs because of Involuntarily an Involuntary Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b12(b)(2) shall apply; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in subsection (a) above, the special vesting rules described in subsection (a) shall apply in lieu of the vesting rules described in Plan Section 12(b)(2). Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date. (c) As used in this Section 1.2, the following terms shall have the meanings set forth below:

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of as follows following the Grant Date (each each, a “Vesting Date”)):____________________, with the vesting of any fractional shares frontloaded to the first such Vesting Date; provided, however, that you continue in the service of the Company from the Grant Date through the applicable Vesting Date. Subject to the requirements of subsection (b) below, vested Shares may be exercised after the applicable Vesting Date. Notwithstanding the foregoing, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, after (1) the occurrence your Termination Date if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change of in Control that occurs while you are employed by or otherwise providing service (as defined in the Plan and as such definition may be amended hereafter) and prior to the Company or one two (2) year anniversary of its subsidiariesthe Change in Control, or (2) your death, Disability, or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries Affiliates or within three months following your Termination Date, but in no event after Expiration Date (the “Expiration (Employee Univ NQSO) Page 1 of 23 Date”). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d12(d)(4). If your Termination Date occurs because of Involuntarily an Involuntary Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b12(b)(2) shall apply; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in subsection (a) above, the special vesting rules described in subsection (a) shall apply in lieu of the vesting rules described in Plan Section 12(b)(2). Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date. (c) As used in this Section 1.2, the following terms shall have the meanings set forth below:

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of on the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date dates set forth below (each a “"Vesting Date”)" and, with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject subject to the requirements of subsection (b) below, vested Shares may be exercised after such Vesting Dates to purchase the applicable number of shares of Common Stock set forth opposite each such date: Vesting Date. Date Vested Shares ------------ ------------- Notwithstanding the foregoingabove vesting schedule, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, at any time after (1) the occurrence of a Change of Control that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiaries, or (2) your death, Disability, or Retirement. (b) Except as provided below, the Option to purchase vested shares must be exercised by you, if at all, while you are providing service to an employee of the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after (Date + 10 years, minus one day) (the “"Expiration Date”"). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d). If your Termination Date occurs because of Involuntarily Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an Option be exercised after the Expiration Date.

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date (each a “Vesting Date”), with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject to the requirements of subsection (b) below, vested Shares may be exercised after the applicable Vesting Date. Notwithstanding the foregoing, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, after (1) the occurrence your Termination Date if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change of in Control that occurs while you are employed by or otherwise providing service (as defined in the Plan and as such definition may be amended hereafter) and prior to the Company or one two (2) year anniversary of its subsidiariesthe Change in Control, or (2) your death, Disability, or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after Expiration Date (the “Expiration Date”). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d12(d)(4). If your Termination Date occurs because of Involuntarily an Involuntary Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b12(b)(2) shall apply; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in subsection (a) above, the special vesting rules described in subsection (a) shall apply in lieu of the vesting rules described in Plan Section 12(b)(2). Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date. (c) As used in this Section 1.2, the following terms shall have the meanings set forth below:

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the firstand become fully exercisable, second and third anniversaries of the Grant Date (each a “Vesting Date”), with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject subject to the requirements of subsection (b) below, vested Shares may be exercised after on the applicable date of the first Annual Meeting of Stockholders following the Grant Date (the “Vesting Date”), provided you have continuously provided services to the Company from the Grant Date until the Vesting Date. Notwithstanding the foregoingabove vesting schedule, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part at any time after, (1) the occurrence of a Change of in Control (as defined in the Plan and as such definition may be amended hereafter) that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiariesCompany, or (2) your death, Disability, Disability or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after (the “Expiration Date”). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d12(b)(4). If your Termination Date occurs because of Involuntarily Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date.

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date (each a “Vesting Date”), with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject to the requirements of subsection (b) below, vested Shares may be exercised after the applicable Vesting Date. Notwithstanding the foregoing, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, (1) the occurrence of a Change of in Control (as defined in the Plan and as such definition may be amended hereafter) that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiaries, or (2) your death, Disability, or Retirement. (b) Except as provided below, the Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after _________________ (the “"Expiration Date”"). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d12(d)(4). If your Termination Date occurs because of Involuntarily an Involuntary Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b12(b)(2) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an Option be exercised after the Expiration Date.

Timing and Duration of Exercise. (a) The Option shall vest with respect to one-third of the Shares awarded in Section 1.1 on each of the first, second and third anniversaries of the Grant Date (each a “Vesting Date”), with the vesting of any fractional shares frontloaded to the first such Vesting Date. Subject to the requirements of subsection (b) below, vested Shares may be exercised after the applicable Vesting Date. Notwithstanding the foregoing, any portion of the Option that has not vested or been forfeited previously shall immediately vest in full upon, and, subject to subsection (b) below, may be exercised in whole or in part after, (1) the occurrence of a Change of in Control (as defined in the Plan and as such definition may be amended hereafter) that occurs while you are employed by or otherwise providing service to the Company or one of its subsidiaries, or (2) your death, Disability, or Retirement. (b) Except as provided below, the vested Option to purchase vested shares must be exercised by you, if at all, while you are providing service to the Company or one of its subsidiaries or within three months following your Termination Date, but in no event after ____________________ (the “Expiration Date”). If your Termination Date occurs by reason of your Retirement, death or Disability, the Option may thereafter be exercised by you, or in the event of your death, by your estate or your designated beneficiary, or in the event of your Disability, by you or your legal representative, at any time prior to the Expiration Date. If you die after your Termination Date and during the period in which the Option is exercisable, the right to exercise the Option during such period will be governed by Plan Section 11(d12(d)(4). If your Termination Date occurs because of Involuntarily an Involuntary Termination for Economic Reasons as determined by the Chief Executive Officer (or the Committee in the case of an Employee subject to Section 16 of the Exchange Act), the terms of Plan Section 11(b12(b)(2) shall apply. Any portion of the Option that is not vested pursuant to this Section 1.2 as of your employment Termination Date will be forfeited immediately. If the Option is not exercised as to all of the vested shares covered by the Option within the applicable time period and in the manner provided herein, the Option will terminate and will not be exercisable thereafter. In no event may an the Option be exercised after the Expiration Date.