Common use of Vesting, Exercisability and Termination Clause in Contracts

Vesting, Exercisability and Termination. (a) This Stock Option may be exercised prior to the Expiration Date, or such earlier date as provided herein and may be exercised prior to vesting. To the extent that the Optionee exercises any portion of this Option prior to vesting, the Optionee shall enter into a Restricted Stock Agreement (substantially in the form attached hereto as Appendix B, “Restricted Stock Agreement”) and any unvested shares shall be subject to repurchase for the lower of the Option Exercise Price or the then current Fair Market Value in the event the Optionee’s Service Relationship terminates prior to vesting. (b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the Option Shares on the respective dates indicated below: (i) (A) twenty-five percent (25%) of the Time-Vested Option Shares became vested on April 29, 2017 and (B) the remaining Time-Vested Option Shares have or will become vested in equal installments on a monthly basis over the 36-month period following April 29, 2017. (ii) The Annual-Vested Option Shares will become vested as follows: (A) twenty-five percent (25%) of the Annual-Vested Option Shares became vested on January 15, 2017 (the “First Annual Vest Date”); (B) an additional twenty-five percent (25%) of the Annual-Vested Option Shares have or will become vested on each of the first and second anniversaries of the First Annual Vest Date; and (C) any remaining Annual-Vested Option Shares will become vested on the third anniversary of the First Annual Vest Date. (c) Notwithstanding anything herein to the contrary, in the event of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 8.2 of the Plan.

Vesting, Exercisability and Termination. (a) This No portion of this Stock Option may be exercised prior to the Expiration Date, or until such earlier date as provided herein and may be exercised prior to vesting. To the extent that the Optionee exercises any portion of this Option prior to vesting, the Optionee shall enter into a Restricted Stock Agreement (substantially in the form attached hereto as Appendix B, “Restricted Stock Agreement”) and any unvested shares shall be subject to repurchase for the lower of the Option Exercise Price or the then current Fair Market Value in the event the Optionee’s Service Relationship terminates prior to vestinghave vested. (b) Except as set forth belowbelow and in Section 6, and subject to the determination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the Option Shares on the respective dates indicated below: as follows: (i) (A) twenty-five percent (25%) % of the Time-Vested Option Shares became vested on April 29, 2017 the first anniversary of the Grant Date (as set forth above) and (B) the remaining Time-Vested Option Shares have or will become vested in equal installments on a monthly basis over the 36-month period following April 29, 2017. (ii) The Annual-Vested 2.08% of the Option Shares will become vested as follows: (A) twenty-five percent (25%) of the Annual-Vested Option Shares became vested on January 15, 2017 (the “First Annual Vest Date”); (B) an additional twenty-five percent (25%) of the Annual-Vested Option Shares have or will become vested on each of the first and second anniversaries of the First Annual Vest Date; and (C) any remaining Annual-Vested Option Shares will become vested on the third monthly anniversary of the First Annual Vest DateGrant Date thereafter. (c) Notwithstanding anything herein to Except as set forth in the contrary1999 Plan with regard Corporate Transactions, in the event that the Optionee's Service Relationship with the Company and its Subsidiaries terminates for any reason or under any circumstances, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability, or for any other reason, regardless of a Sale Eventthe circumstances thereof, this Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such date of such termination, until the Shares shall be treated as provided date specified in Section 8.2 1(d) below. Any portion of the PlanStock Option that is not exercisable on the date of termination of the Optionee's Service Relationship with the Company shall immediately expire and be null and void. (d) Subject to the provisions of Section 6 below, once any portion of this Stock Option becomes vested and exercisable, it shall continue to be exercisable by the Optionee or his or her successors as contemplated herein at any time or times prior to the earliest of (i) the date which is (A) 12 months following the date on which the Optionee's Service Relationship with the Company and its Subsidiaries terminates due to death or disability (as defined in Section 422(c)(6) of the Code) or (B) 90 days following the date on which the Optionee's Service Relationship with the Company terminates if the termination is due to any other reason, provided however, if the Optionee's Service Relationship with the Company is terminated for cause, this Stock Option shall terminate immediately upon the date of the Optionee's termination, or (ii) the Expiration Date set forth above. For purposes of this Agreement the Committee shall have sole discretion to determine the reason for the termination of the Optionee's Service Relationship with the Company or any Subsidiary.

Vesting, Exercisability and Termination. (a) This No portion of this Stock Option may be exercised prior to the Expiration Date, or until such earlier date as provided herein and may be exercised prior to vesting. To the extent that the Optionee exercises any portion of this Option prior to vesting, the Optionee shall enter into a Restricted Stock Agreement (substantially in the form attached hereto as Appendix B, “Restricted Stock Agreement”) and any unvested shares shall be subject to repurchase for the lower of the Option Exercise Price or the then current Fair Market Value in the event the Optionee’s Service Relationship terminates prior to vestinghave vested. (b) Except as set forth belowbelow and in Section 6, and subject to the determination of the Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the “Committee”), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to 6.25% of the Option Shares on the respective dates indicated below: (i) (A) twenty-five percent (25%) last day of each full calendar quarter after the Time-Vested Vesting Commencement Date specified above until the Option Shares became vested on April 29, 2017 and (B) the remaining Time-Vested Option Shares have or will become vested in equal installments on a monthly basis over the 36-month period following April 29, 2017. (ii) The Annual-Vested Option Shares will become vested as follows: (A) twenty-five percent (25%) of the Annual-Vested Option Shares became vested on January 15, 2017 (the “First Annual Vest Date”); (B) an additional twenty-five percent (25%) of the Annual-Vested Option Shares have or will become vested on each of the first and second anniversaries of the First Annual Vest Date; and (C) any remaining Annual-Vested Option Shares will become vested on the third anniversary of the First Annual Vest Dateare 100% vested. (c) Notwithstanding anything herein to In the contrary, event that the Optionee’s Service Relationship (as defined in the event Plan) with the Company and its Subsidiaries terminates for any reason or under any circumstances, including the Optionee’s resignation, retirement or termination by the Company, upon the Optionee’s death or disability, or for any other reason, regardless of a Sale Eventthe circumstances thereof, this Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such date of such termination, until the Shares shall be treated as provided date specified in Section 8.2 1(d) below. Any portion of the Stock Option that is not exercisable on the date of termination of the Service Relationship shall immediately expire and be null and void. (d) Subject to the provisions of Section 6 below, once any portion of this Stock Option becomes vested and exercisable, it shall continue to be exercisable by the Optionee or his or her successors as contemplated herein at any time or times prior to the earliest of (i) the date which is (A) 12 months following the date on which the Optionee’s Service Relationship with the Company and its Subsidiaries terminates due to death or Disability or (B) 30 days following the date on which the Optionee’s Service Relationship with the Company terminates if the termination is due to any other reason, provided however, if the Optionee’s Service Relationship is terminated for Cause (as defined in the Plan), this Stock Option shall terminate immediately upon the date of the Optionee’s termination, or (ii) on the day prior to the tenth (10th) anniversary of the Grant Date (the earliest to occur of such dates being the “Expiration Date”). For purposes of this Agreement the Committee shall have sole discretion to determine the reason for the termination of the Optionee’s Service Relationship with the Company or any Subsidiary.

Vesting, Exercisability and Termination. (a) This Stock Option may be exercised prior to the Expiration Date, or such earlier date as provided herein and may be exercised prior to vesting. To the extent that the Optionee exercises any portion of this Option prior to vesting, the Optionee shall enter into a Restricted Stock Agreement (substantially in the form attached hereto as Appendix B, “Restricted Stock Agreement”) and any unvested shares shall be subject to repurchase for the lower of the Option Exercise Price or the then current Fair Market Value in the event the Optionee’s Service Relationship terminates prior to vesting. (b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the Option Shares on the respective dates indicated below: (i) (A) twenty-five percent (25%) of the Time-Vested Option Shares became will become vested on April 29, 2017 and (B) the remaining Time-Vested Option Shares have or will become vested in equal installments on a monthly basis over the 36-month period following April 29, 2017. (ii) The AnnualPerformance-Vested Option Shares will become vested as follows: (A) twenty-five percent (25%) in accordance with the following schedule effective upon the good faith confirmation by at least a majority of the Annualmembers of the Board that EBITDA for such fiscal year equals or exceeds the target EBITDA for such fiscal year (as set forth in the schedule below, the “Target EBITDA”); provided that Optionee is and has been continuously employed by the Company or its Subsidiaries through the end of such fiscal year. Upon confirmation by the Board that EBITDA for any given fiscal year does not equal or exceed the applicable Target EBITDA, then all Performance-Vested Option Shares became for such fiscal year that would have otherwise vested on January 15had EBITDA equaled or exceeded the applicable Target EBITDA, 2017 shall not be vested (the “First Annual Vest DateUnvested Restricted Stock”); (B) an additional twenty-five percent (25%) ; provided that, if EBITDA for the following fiscal year does equal or exceed the applicable Target EBITDA of such following fiscal year, then such Unvested Restricted Stock for such prior fiscal year shall vest upon confirmation that the Target EBITDA of such following fiscal year was equaled or exceeded; provided further that, if EBITDA for the following year also does not equal or exceed the applicable Target EBITDA for such following fiscal year, then the Unvested Restricted Stock of the Annualprior fiscal year shall be subject to repurchase by the Company at any time at Optionee’s original cost. Fiscal Year Ended Target EBITDA Incremental Percentage of Performance-Vested Option Shares have that Vest if Actual EBITDA meets or will become vested on each exceeds Target EBITDA December 31, [•] $ [•] 25 % December 31, [•] $ [•] 25 % December 31, [•] $ [•] 25 % December 31, [•] $ [•] 25 % The Target EBITDA set forth above may be subsequently amended by resolution or written consent of the first Board acting in its reasonable discretion (and second anniversaries using financial models and assumptions consistent in all material respects with the financial models and assumptions used to develop the Target EBITDA specified above) to reflect any fundamental changes in the Company’s business, including as a result of the First Annual Vest Date; and (C) any remaining Annual-Vested Option Shares will become vested on the third anniversary of the First Annual Vest Datematerial acquisition or divestiture. (c) Notwithstanding anything herein to the contrary, in the event of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 8.2 of the Plan.