Common use of Vesting and Exercise of Option Clause in Contracts

Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] (the “Commencement Date”): (a) On [ ] [ ], [ ], the Option will vest with respect to 25.0% of the Shares, rounded to the next highest whole number of Shares; and (b) On the [ ] day of each month thereafter, the Option will vest with respect to 2.0833% of the Shares, rounded to the next highest whole number of Shares. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent of a change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.

Vesting and Exercise of Option. The Option shall be vest vested and become exercisable as follows from and after [ ] [ ], [ ] the grant date (the “Commencement Date”): (ai) On [ ] [ ], [ ], One year after the Commencement Date the Option will vest with respect to 25.0% of the Shares, rounded to the next highest whole number of Shares; and (bii) On the [ ] 25th day of each month thereafter, the Option will vest with respect to 2.0833% of the Shares, rounded to the next highest whole number of Shares. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent event of a change Change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service Service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however however, if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.

Vesting and Exercise of Option. The Option shall be vest and become exercisable in increments in accordance with the schedule set forth below measured from the Grant Date provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if there has not been a Termination of Employment of the “Commencement Date”):Participant as of the specified date for such increment. (a) On [ ] [ ]If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, [ ], then the Option will shall fully-vest with respect to 25.0% and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Shares, rounded to Grant Date at the next highest whole number First Purchase Price and the remaining two installments of SharesEighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; andor (b) On the [ ] day of each month thereafter, the Option will shall vest with respect in full on August 25, 2006. The schedule set forth above is cumulative, so that Shares as to 2.0833% which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Shares, rounded Option at any subsequent date prior to termination of the next highest whole number of SharesOption. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control on the date of Participant's death or Corporate ReorganizationDisability, provided that Participant has not incurred a Termination of service Employment prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Corporate Reorganization or Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the OptionControl, the Company Corporation shall send Participant the Optionee prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant the Optionee may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant the Optionee may, upon compliance with all of the terms of this Agreement and the PlanAgreement, exercise the Option with respect to any or all of the vested Sharesextent it is then vested, conditioned upon and subject to the completion of the Corporate Reorganization or Change in Control or Corporate ReorganizationControl. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding proceeding provisions of this paragraph shall not apply; however however, if there is an Involuntary Termination of Participant’s 's employment within the eighteen (18) month period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Corporate Reorganization or Change in Control or Corporate ReorganizationControl, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Datetermination.

Vesting and Exercise of Option. The Option shall vest in full and be vest and become exercisable as follows from and after [ ] [ ], [ ] (the “Commencement Date”): (a) On [ ] [ ], [ ], the Option will vest with respect to 25.0% of the Shares, rounded to the next highest whole number of Shares; and (b) On the [ ] day of each month thereafter, the Option will vest with respect to 2.0833% of the Shares, rounded to the next highest whole number of SharesGrant Date. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control on the date of Participant's death or Corporate ReorganizationDisability, provided that Participant has not incurred a Termination of service Employment prior to such date. Notwithstanding the foregoing, the Option shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Corporate Reorganization or Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the OptionControl, the Company Corporation shall send Participant the Optionee prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant the Optionee may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant the Optionee may, upon compliance with all of the terms of this Agreement and the PlanAgreement, exercise the Option with respect to any or all of the vested Sharesextent it is then vested, conditioned upon and subject to the completion of the Corporate Reorganization or Change in Control or Corporate ReorganizationControl. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding proceeding provisions of this paragraph shall not apply; however however, if there is an Involuntary Termination of Participant’s 's employment within the eighteen (18) month period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Corporate Reorganization or Change in Control or Corporate ReorganizationControl, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Datetermination.

Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] (the “Commencement Date”): (a) On [ ] [ ], [ ], the Option will vest with respect to 25.0% of the Shares, rounded to the next highest whole number of Shares; and (b) On the [ ] day of each month thereafter, the Option will vest with respect to 2.0833% of the Shares, rounded to the next highest whole number of Shares. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then fully vested and exercisableexercisable on SEPTEMBER 8, 2001, provided that the Optionee has not incurred a Termination of Employment as of that date. Notwithstanding the foregoing, in if the vent Company consummates the sale of securities pursuant to a change in Control or Corporate Reorganizationbona fide, firmly underwritten public offering of shares of common stock registered under the OptionAct (an "IPO"), at then the sole discretion of the Company’s Board of Directors, may best Option shall become fully vested and become exercisable, to the extent not already fully vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, on the date of the IPO provided that Participant the Optionee has not incurred a Termination of service prior Employment as of that date. Notwithstanding the foregoing, the Option shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of such a Corporate Reorganization or Change in Control or Corporate ReorganizationControl, unless provided that the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option Optionee has not experienced a Termination of equivalent value and with comparable termsEmployment as of that date. In the vent event of a change Corporate Reorganization or Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the OptionControl, the Company shall send Participant the Optionee prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant the Optionee may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant the Optionee may, upon compliance with all of the terms of this Agreement and the PlanAgreement, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Corporate Reorganization or Change in Control or Corporate ReorganizationControl. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.

Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] (the “Commencement Date”): (a) On [ ] [ ], [ ], the Option will vest with respect Subject to 25.0% of the Shares, rounded to the next highest whole number of Shares; and (b) On the [ ] day of each month thereafter, the Option will vest with respect to 2.0833% of the Shares, rounded to the next highest whole number of Shares. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent of a change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of the Plan and this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate ReorganizationAgreement, the Option shall vest and become exercisableexercisable upon such date or dates, and subject to such conditions, as are described in this Agreement, including, but not limited to, the terms of the Grant Notice. The Participant expressly acknowledges that the Option shall vest and become exercisable only upon such terms and conditions as are provided in this Agreement (including the terms set forth in the Grant Notice) and the Plan. (b) To the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and that the Option is intended vested but is not exercised, the Option shall accumulate and be exercisable by the Participant in whole or in part at any time prior to comply with the Worker Economic Opportunity Act Expiration Date, subject to the terms of 2000, Participant may not the Plan and this Agreement. Upon the exercise the Option, of an Option in whole or in part, prior payment of the Option Price in accordance with the provisions of the Plan and this Agreement, and satisfaction of such other conditions as may be established by the Administrator, the Company shall promptly deliver to the Participant a certificate or certificates for the Shares purchased (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall be provided). The total number of Shares that may be acquired upon exercise of the Option shall be rounded down to the nearest whole share. Payment of the Option Price may be made in cash or cash equivalent; provided that, except where prohibited by the Administrator or any Applicable Law (and subject to such terms and conditions as may be established by the Administrator), payment may also be made (i) by delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time period, if any, as may be determined by the Administrator; (ii) by shares of Common Stock withheld upon exercise; (iii) by delivery of written notice of exercise to the Company and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Option Price; (iv) by such other payment methods as may be approved by the Administrator and which are acceptable under Applicable Law; and/or (v) by any combination of the foregoing methods. Shares delivered or withheld in payment of the Option Price shall be valued at their Fair Market Value on the date of exercise, determined in accordance with the terms of the Plan. (c) If this Option is intended to qualify as an Incentive Option under Code Section 422, the Participant hereby acknowledges that there is six no assurance that the Option will, in fact, be treated as an Incentive Option under Code Section 422 even if designated as such. To the extent this Option and any other incentive stock options of the Participant having an aggregate Fair Market Value in excess of $100,000 (6) months after the Grant Date unless Participant has incurred a Termination determined as of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date) first becomes exercisable in any year, such options will not qualify as incentive stock options under Code Section 422.

Vesting and Exercise of Option. The Option shall be vest and become exercisable in increments in accordance with the four-year schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if Participant is employed with the “Commencement Date”):Company on the specified date for such increment: (a) On [ ] [ ], [ ]on the first anniversary of the Grant Date, the Option will shall vest and become exercisable with respect to 25.0% twenty-five percent (25%) of the Shares, rounded to the next highest whole number of Shares; and (b) On on the [ ] day second anniversary of each month thereafterthe Grant Date, the Option will shall vest and become exercisable with respect to 2.0833% an additional twenty-five percent (25%) of the Shares; and (c) on the third anniversary of the Grant Date, rounded the Option shall vest and become exercisable with respect to an additional twenty-five percent (25%) of the Shares; and (d) on the fourth anniversary of the Grant Date, the Option shall vest and become exercisable with respect to the next highest whole number remainder of the Shares. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided that Participant is employed by the Corporation on such date, or immediately prior to such a Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to is employed by the effective Corporation on the date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company Corporation shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M.p.m., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If Unless the surviving entity in such Change in Control Board or Corporate Reorganization assumes or replaces the Option as described aboveCommittee determines it is impracticable, the preceding provisions of Corporation shall provide the notice required by this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty Section 2 ten (3010) days prior to the effective date effectiveness of such event and shall include in the notice the valuation of the Shares in the Change in of Control or Corporate Reorganization and that ends twelve (12) months following other information the effective date of such Change in Control Board or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant DateCommittee deems relevant.

Vesting and Exercise of Option. The Option shall be vest and become exercisable in increments in accordance with the three-year schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if Participant is employed with the “Commencement Date”):Corporation on the specified date for such increment: (a) On [ ] [ ], [ ]on the first anniversary of the Grant Date, the Option will shall vest and become exercisable with respect to 25.0% thirty-three and one-third percent (331/3%) of the Shares, rounded to the next highest whole number of Shares; and (b) On on the [ ] day second anniversary of each month thereafterthe Grant Date, the Option will shall vest and become exercisable with respect to 2.0833% an additional thirty-three and one-third percent (331/3%) of the Shares; and (c) on the third anniversary of the Grant Date, rounded the Option shall vest and become exercisable with respect to the next highest whole number remainder of the Shares. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided that Participant is employed by the Corporation on such date, or immediately prior to such a Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to is employed by the effective Corporation on the date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company Corporation shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M.p.m., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If Unless the surviving entity in such Change in Control Board or Corporate Reorganization assumes or replaces the Option as described aboveCommittee determines it is impracticable, the preceding provisions of Corporation shall provide the notice required by this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty Section 2 ten (3010) days prior to the effective date effectiveness of such event and shall include in the notice the valuation of the Shares in the Change in of Control or Corporate Reorganization and that ends twelve (12) months following other information the effective date of such Change in Control Board or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant DateCommittee deems relevant.

Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] (in accordance with the “Commencement Date”):following schedule: (a) On [ ] [ ]on July 1, [ ]2000, the Option will shall vest and become exercisable with respect to 25.0% of the Two Hundred Thousand (200,000) Shares, rounded to the next highest whole number of Shares; and; (b) On the [ ] day of each month thereafteron July 1, 2001, the Option will shall vest and become exercisable with respect to 2.0833% an additional Two Hundred Thousand (200,000) Shares; (c) on July 1, 2002, the Option shall vest and become exercisable with respect to the remaining Two Hundred Thousand (200,000) Shares. Except as provided below, the Option shall vest and become exercisable with respect to an increment as specified above only if the Optionee has not incurred a Termination of Employment as of the Sharesspecified date for such increment. In the event of a Corporate Reorganization or Change in Control, rounded the surviving entity or an affiliate thereof shall assume the Option or replace the Option with an option of equivalent value and with comparable terms. In addition, in the event of a Corporate Reorganization or Change in Control, the Option shall continue to vest and become exercisable in accordance with the foregoing schedule on and after the effective date of such Corporate Reorganization or Change in Control regardless of whether the Optionee incurs a Termination of Employment on or after the effective date of such Corporate Reorganization or Change in Control. Notwithstanding the foregoing, the Option shall become fully vested and exercisable, to the next highest whole number extent not already fully vested and exercisable, on the date of Sharesthe Optionee's Termination of Employment as a result of death or disability, which disability shall be determined by the Board of Directors in its discretion. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent of a change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.

Vesting and Exercise of Option. The Option shall be vest and become exercisable in increments in accordance with the three-year schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if Participant is employed with the “Commencement Date”):Company on the specified date for such increment: (a) On [ ] [ ], [ ]on the first anniversary of the Grant Date, the Option will shall vest and become exercisable with respect to 25.0% thirty-three and one-third percent (331/3%) of the Shares, rounded to the next highest whole number of Shares; and (b) On on the [ ] day second anniversary of each month thereafterthe Grant Date, the Option will shall vest and become exercisable with respect to 2.0833% an additional thirty-three and one-third percent (331/3%) of the Shares; and (c) on the third anniversary of the Grant Date, rounded the Option shall vest and become exercisable with respect to the next highest whole number remainder of the Shares. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided that Participant is employed by the Corporation on such date, or immediately prior to such a Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to is employed by the effective Corporation on the date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company Corporation shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M.p.m., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If Unless the surviving entity in such Change in Control Board or Corporate Reorganization assumes or replaces the Option as described aboveCommittee determines it is impracticable, the preceding provisions of Corporation shall provide the notice required by this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty Section 2 ten (3010) days prior to the effective date effectiveness of such event and shall include in the notice the valuation of the Shares in the Change in of Control or Corporate Reorganization and that ends twelve (12) months following other information the effective date of such Change in Control Board or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant DateCommittee deems relevant.

Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] ______ (the “Commencement Date”): (ai) On [ ] [ ]_______, [ ], the Option will vest with respect to 25.0% a total of one-third (1/3) of the SharesShares shall vest; (ii) On _______, rounded to an additional one-third (1/3) of the next highest whole number of SharesShares shall vest; and (biii) On the [ ] day of each month thereafter_______, the Option will vest with respect to 2.0833% an additional one-third (1/3) of the SharesShares shall vest, rounded to the next highest whole number such that full vesting is achieved as of Shares_______. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent event of a change Change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service Service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however however, if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.

Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] ______ (the “Commencement Date”): (ai) On [ ] [ ]_______, [ ], the Option will vest with respect to 25.0% a total of one-third (1/3) of the SharesShares shall vest; (ii) On _______, rounded to an additional one-third (1/3) of the next highest whole number of SharesShares shall vest; and (biii) On the [ ] day of each month thereafter_______, the Option will vest with respect to 2.0833% an additional one-third (1/3) of the SharesShares shall vest, rounded to the next highest whole number such that full vesting is achieved as of Shares_______. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the Participant may at any time prior to full vesting elect to exercise the Option to purchase the remaining number of Shares not yet purchased; provided, however, that Shares purchased with respect to any then-unvested portion of the Option shall take the form of Restricted Stock, which shall be subject to substantial risk of forfeiture consistent with the vesting schedule above. Such election shall be conditioned upon (a) the Participant’s execution of separate Restricted Stock Agreement (including related Stock Powers), which shall replace and supersede the terms of this Agreement, and (b) the Participant making the election set forth in Code section 83(b) with respect to the Restricted Stock. Notwithstanding the foregoing, in the vent event of a change Change in Control or Corporate Reorganization, Reorganization the OptionOption may, at the sole discretion of the Company’s Board of Directors, may best vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service Service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, Option to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however however, if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.