Common use of Vesting of Option Clause in Contracts

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event on or after the tenth anniversary of the Grant Date (the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common Stock.

Vesting of Option. Subject (i) This Option shall vest, and may be exercised, with respect to the provisions hereof shares, upon meeting certain performance criteria as provided in subsection (ii) below and the provisions subject to earlier vesting or termination of the PlanOption as provided in subsections (e) and (f) below. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the exercise term unless sooner terminated as provided herein. (ii) The Option shall vest as indicated on the schedule below, to the extent the Net Income Before Taxes (as defined on Schedule A attached hereto) of the Corporation for the fiscal year most recently completed (the “Fiscal Year”) before the Performance Vesting Date equals or exceeds the Net Income Before Taxes Targets (each, a “Target”) for the Fiscal Year, as set forth in Schedule A attached hereto: Number of Shares Performance Vesting Date 20% of total number of shares subject to the Option 1st anniversary of Grant Date 20% of total number of shares subject to the Option 2nd anniversary of Grant Date 20% of total number of shares subject to the Option 3rd anniversary of Grant Date 20% of total number of shares subject to the Option 4th anniversary of Grant Date 20% of total number of shares subject to the Option 5th anniversary of Grant Date Provided that, if the Net Income Before Taxes for the Fiscal Year is less than or exceeds the Target for such year, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock Shares subject to the Option irrespective in an amount equal to the product of whether (a) 20% of the First Performance Goaltotal number of Shares subject to the Option multiplied by (b) the Applicable Percentage set forth on Schedule A attached hereto (this additional vesting shall not apply to the Cumulative Targets described below); provided, further, that the aggregate vesting of shares for all years cannot exceed 100% of the shares subject to this Option. If the Optionee’s Option does not become vested in any year pursuant to the above performance vesting schedule, the Second Performance Goal and/or Optionee may “catch-up” vesting if the Third Performance Goal have been achievedCumulative Net Income Before Taxes Targets (“Cumulative Target”) for the Fiscal Year (as set forth in Schedule A attached hereto) are satisfied. To the extent not exercisedpreviously vested, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee the amount that would vest, if such Cumulative Target is met for the Fiscal Year indicated, equals 40% of the Company for any reason total number of shares subject to the Option shall not continue to vest after such cessation of service as an employee. No portion of on the Option shall be exercisable in any event on or after the tenth second anniversary of the Grant Date (Date, 60% on the “Option General Expiration third anniversary of the Grant Date”), 80% on the fourth anniversary of the Grant Date, and 100% on the fifth anniversary of the Grant Date. An option may After the fifth anniversary of the Grant Date, all further performance vesting shall cease and the Employee shall not be exercised for a fraction entitled to any further vesting under this subsection (ii). (iii) Notwithstanding the other provisions of a share this section 3(b), this Option shall become 100% vested and fully exercisable on the ninth (9th) anniversary of the Grant Date, provided the Employee is actively employed by the Corporation on such date and provided the Option has not been earlier terminated pursuant to the provisions of this Agreement. (iv) If the aggregate Fair Market Value of Common StockStock with respect to which Options under the Plan and options under all stock option plans of the Corporation and its subsidiaries are exercisable for the first time by the Employee (or person then entitled to exercise this Option) during any calendar year exceeds $100,000, this Option shall be an Incentive Stock Option (up to the $100,000 limit) and a Supplemental Stock Option for the remaining shares. Any exercise of this option shall be deemed first to be the exercise of Incentive Stock Options, with the excess treated as the exercise of Supplemental Stock Options. For purposes of determining the $100,000 limit, the Fair Market Value of the Common Stock shall be determined at the time the Options are granted. Further, no partial exercise of this Option may be made for less than 100 shares or, if less than 100 shares are still available for exercise under this Option, the number of such remaining shares. For purposes of vesting and other rights under this Agreement, the Employee’s employment by any Employer shall be considered employment hereunder.

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event on or after the tenth anniversary of the Grant Date (the “Option General Expiration Date”); provide, however, that if Optionee is a ten percent (10%) shareholder within the meaning of section 422(b)(6) of the Code on the Grant Date, an option shall not be exercisable after the expiration of five years from the Grant Date. An option may not be exercised for a fraction of a share of Common Stock.

Vesting of Option. (a) Subject to the provisions hereof of the Plan and the provisions provision of this Agreement (including the Planrequirement in Section 6 that Optionee continue to be employed by the Company on the dates set forth below), the Option will vest and become be exercisable as provided below, provided that Optionee is and has been continuously employed by in accordance with the Company or any Subsidiary from following schedule: (i) on the first anniversary of the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the Option Vesting Period the Trailing Trading Price will vest with respect to, and may be exercised for up to, one-fourth (1/4th) of the Common total number of shares of the Stock equals or exceeds $ per share covered by the Option as set forth on the first page of this Agreement (the “First Performance GoalOption Shares”), then ; (ii) on and after each succeeding anniversary of the first Business Day on which the First Performance Goal is achieved Grant Date the Option will vest with respect to, and may be exercised with respect to [ ] for up to, an additional one-fourth (1/4th) of the shares Option Shares so that on the fourth anniversary of the stock subject to the Option; (b) if during Grant Date the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on shall be fully vested and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Optionexercisable in full; and (diii) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. . (b) If Optionee ceases (i) a “change of control event,” as defined in the Treasury Regulations issued under Section 409A of the Code occurs with respect to be an employee the Company (a “Change of Control”), (ii) the acquirer or successor of the Company assumes this Agreement, and (iii) the acquirer or successor of the Company terminates Optionee’s employment without Cause (as that term is defined in that Employment Agreement dated effective as of , between the Company and Optionee), other than for any reason death or Disability, on or within two years after the Option shall not continue date of the Change of Control, Optionee’s rights to vest after such cessation all of service as an employee. No portion the shares of stock covered by the award issued in connection with the assumption of the Option will vest, and such award shall be exercisable in any event full, on the date Optionee’s employment is so terminated. If this Agreement is not assumed by the acquirer or after the tenth anniversary successor of the Grant Date (Company in connection with a Change of Control then the “Option General Expiration Date”). An option will vest with respect to, and may not be exercised for a fraction up to, all of a share the Option Shares immediately prior to the occurrence of Common Stockthe Change of Control.

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the The Option will granted hereunder shall vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achievedfollows: (a) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect option to [ ] of the purchase shares of the stock subject to the OptionStock is vested and exercisable as of ___, 200___; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect option to an additional [ ] of the purchase shares of the stock subject to the OptionStock is vested and exercisable as of ___, 200___; (c) if during the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”)as herein provided, then on and after the first Business Day on which the Third Performance Goal is achieved the this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the remaining [ ] event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the stock subject to purchase price per share shall be proportionately reduced, and (b) in the Option; and (d) if during event of a reduction in the Option Vesting Period there is a Change in Control number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company then immediately prior to such Change in Control recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the Option may be exercised with respect to all number and class of the shares of the stock subject to the Stock covered by an Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments theretofore granted shall be cumulative and may be exercised adjusted as provided in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event on or after the tenth anniversary of the Grant Date (the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common StockPlan.

Vesting of Option. Subject (a) The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment (“Vested Shares”). Commencing on the provisions hereof first anniversary of the “Vesting Commencement Date” 25% of the Shares shall become Vested Shares and thereafter the provisions remaining Shares shall become Vested Shares in a series of thirty-six (36) successive equal monthly installments for each full month of Continuous Service provided by the Optionee, such that 100% of the Shares shall become Vested Shares on the fourth (4th) anniversary of the “Vesting Commencement Date.” For these purposes, the Vesting Commencement Date shall be the date hereof. No additional Shares shall vest after the date of termination of Optionee’s “Continuous Service” (as defined below), but this Option shall continue to be exercisable in accordance with Section 3 below with respect to that number of shares that have vested as of the date of termination of Optionee’s Continuous Service. For purposes of this Agreement, the term “Continuous Service” means such period of time during which Optionee first establishes, and thereafter continuously maintains, his status as an Awardee Eligible to Vest, as set forth in Section 2(g) of the Plan, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option;. (b) Notwithstanding the foregoing subsection (a) of this Section 2, if during the Option Vesting Period the Trailing Trading Price Optionee’s Continuous Service ceases as a result of the Common Stock equals Optionee’s death, permanent and total disability or exceeds $ per share (retirement due to age, in accordance with the “Second Performance Goal”)Company’s or its Subsidiary’s or Affiliate’s retirement policy, then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of this Option that does not constitute Vested Shares, shall immediately vest and become Vested Shares effective upon the Option shall be exercisable in any event on date of Optionee’s death, disability or after retirement, as the tenth anniversary of the Grant Date (the “Option General Expiration Date”). An option case may not be exercised for a fraction of a share of Common Stockbe.

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the The Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achievedfollows: (a) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals On or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] anniversary of the Date of Grant, or , Employee may purchase up to one-third (1/3) of the total number of shares of the stock Common Stock subject to the this Option;. (b) if during On or after the Option Vesting Period the Trailing Trading Price second anniversary of the Common Stock equals Date of Grant, or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option Employee may be exercised with respect purchase up to an additional [ ] one-third (1/3) of the total number of shares of Common Stock subject to this Option; provided, however, that if the Company has achieved the “First Year Target” (as defined in Section 5(a) below), Employee may purchase the shares of Common Stock described in this Section 4(b) on or after the stock subject to date which is eighteen months after the Option;Date of Grant, or . (c) if during On or after the Option Vesting Period the Trailing Trading Price third anniversary of the Date of Grant, or , Employee may purchase up to an additional one-third (1/3) of the total number of shares of Common Stock equals subject to this Option; provided, however, that: (i) If the Company has achieved the First Year Target or exceeds $ per share (the “Third Performance Goal”Second Year Target” (as defined in Section 5(b) below), then on and after the first Business Day on which the Third Performance Goal is achieved the Option Employee may be exercised with respect to the remaining [ ] of purchase the shares of Common Stock described in this Section 4(c) on or after the stock subject to date which is thirty months after the OptionDate of Grant, or ; and (dii) if during the Option Vesting Period there is a Change in Control of If the Company then immediately prior to such Change in Control has achieved the Option First Year Target and the Second Year Target, Employee may be exercised with respect to all of purchase the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised Common Stock described in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event this Section 4(c) on or after the tenth second anniversary of the Grant Date of Grant, or . (d) Notwithstanding the foregoing, upon a Change of Control (as herein after defined) Employee may purchase 100% of the number of shares subject to this Option. (e) If any Option vesting date is not a business day on which the New York Stock Exchange (“NYSE”) is open, such vesting date will be deemed to be the next succeeding business day on which the NYSE is open. In no event will this Option General Expiration Date”). An option may not be exercised for re-priced, or deemed to be re-priced, as a fraction result of any acceleration of vesting periods, as described in this Section 4. (f) Attachment A provides generic examples of the operation of a share of Common Stockperformance accelerated stock option.

Vesting of Option. The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment (the “Vested Shares”). Subject to Optionee’s compliance to the provisions hereof Company’s satisfaction with all terms and conditions of his or her Retention Agreement, including without limitation Optionee’s Continuous Service through the provisions of the PlanRetention Period Expiration Date, the Option will Shares acquired hereunder shall vest in full and become exercisable as provided belowVested Shares in accordance with the following schedule, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achievedsubject to this Section 3: (a) if during the Option Vesting Period the Trailing Trading Price percent (____%) of the Common Stock equals or exceeds $ per share Shares shall vest in full in a single installment upon the later to occur of the following: (i) the successful launch of the Generation 2 Product in the European Union and (ii) the successful completion of the implantation of at least fifty (50) Generation 2 Products in patients in the European Union registry, each as determined by the Company in its sole discretion (collectively the “First Performance GoalMilestone”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option;; and (b) if during the Option Vesting Period the Trailing Trading Price percent (____%) of the Common Stock equals or exceeds $ per share Shares shall vest in full in a single installment upon the later to occur of the following: (i) the receipt of CE Xxxx Approval and (ii) the receipt of IDE submission approval from the FDA (collectively, the “Second Performance GoalMilestone” and together with the First Milestone, the “Milestones”), then on and after . In the first Business Day on which the Second Performance Goal event that Optionee’s Continuous Service is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject terminated prior to the Option; (c) if during the Option Vesting Period the Trailing Trading Price achievement of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goaleither Milestone, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments Shares shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation the date of service as an employee. No portion termination of Optionee’s Continuous Service; provided, however, that no additional Shares shall vest after the date of termination of Optionee’s Continuous Service if either (i) Optionee’s Continuous Service is terminated for any reason prior to the Retention Period Expiration Date or (ii) the Company terminates Optionee’s Continuous Service due to Optionee’s failure to comply with the terms and conditions of the Retention Agreement. Notwithstanding any of the foregoing, this Option shall continue to be exercisable in any event on or after the tenth anniversary accordance with Section 4 hereof with respect to that number of Shares that have become Vested Shares as of the Grant Date (the “Option General Expiration Date”). An option may not be exercised for a fraction date of a share termination of Common StockOptionee’s Continuous Service.

Vesting of Option. Subject (a) Except as otherwise provided in this Agreement, the number of Option Shares that you will be entitled to purchase (the “Earned Option Shares”) shall be the number of shares indicated in Section 1 above, subject to adjustment based upon the Company’s total stockholder return (the “Company TSR”) compared to the provisions hereof total stockholder return of the Company’s peers (“Peer TSR”) over the three (3) year period beginning on the Date of Grant and ending on the third anniversary of the Date of Grant (the “Performance Period”). The peer group shall be comprised of specific companies as designated by the Compensation Committee, in its sole discretion with respect to the Performance Period, subject to adjustment pursuant to Section 11 (the “Peer Group”). For purposes of calculating the Company TSR and the Peer TSR, the applicable beginning and ending stock prices for the Company and each member of the Peer Group shall be determined by calculating the average of the per share closing prices, adjusted for splits, of the Company’s Common Stock and the common stock of each member of the Peer Group as reported by the applicable exchange markets for the 20 trading days ending on ___________ for the beginning prices and the 20 trading days ending on ___________ for the ending prices, each rounded to the fourth decimal point. At the conclusion of the Performance Period, the Company’s TSR will be compared to the Peer TSRs, and the Earned Option Shares will be determined as follows: (i) If the Company’s TSR over the Performance Period is negative, the Option shall be cancelled. (ii) If the Company's TSR is below the 50th percentile of the Peer TSRs, the Option shall be cancelled. (iii) If the Company’s TSR ranks at the 50th percentile of the Peer TSRs, the Earned Option Shares shall be equal to 33% of the Option Shares. (iv) If the Company’s TSR ranks at or above the 75th percentile of the Peer TSRs, the Earned Option Shares shall be equal to 100% of the Option Shares. (v) If the Company's TSR ranks above the 50th percentile company in the Peer Group and below the 75th percentile company in the Peer Group, the number of Option Shares shall be determined by straight-line interpolation between 33% of the Option Shares and 100% of the Option Shares based on the Company’s TSR relative to the TSR of the 50th percentile company in the Peer Group and the 75th percentile company in the Peer Group. (b) Notwithstanding the provisions of the PlanSection 5(a) above, the Option will vest and shall become immediately exercisable for the full number of Option Shares upon the occurrence of a Change in Control (as provided defined below) on or before the end of the Performance Period. A "Change in Control" means the occurrence of any of the following events: (i) the acquisition by any individual, provided entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Voting Shares"); provided, however, that Optionee for purposes of this Section 3(b)(i), the following acquisitions shall not constitute a Change in Control: (A) any issuance of Voting Shares directly from the Company that is and has been continuously employed approved by the Incumbent Board (as defined in Section 3(b)(ii), below), (B) any acquisition by the Company or a Subsidiary of Voting Shares, (C) any acquisition of Voting Shares by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary from the Grant Date through or (D) any acquisition of Voting Shares by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 3(b)(iii), below; (ii) individuals who, as of the date hereof, constitute the applicable performance goal described below is achieved: Board (athe "Incumbent Board") if during the Option Vesting Period the Trailing Trading Price cease for any reason to constitute at least a majority of the Common Stock equals or exceeds $ per share (the “First Performance Goal”)Board; provided, then on and however, that any individual becoming a Director after the first Business Day on date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two-thirds of the Directors then constituting the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to have been a member of the First Performance Goal is achieved Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the Option may be exercised meaning of Rule 14a-12 of the Exchange Act) with respect to [ ] the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the shares of the stock subject to the OptionBoard; (biii) if during the Option Vesting Period the Trailing Trading Price consummation of a reorganization, merger or consolidation, a sale or other disposition of all or substantially all of the Common Stock equals assets of the Company or exceeds $ per share other transaction (the “Second Performance Goal”each, a "Business Combination"), then on and after unless, in each case, immediately following the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] Combination, (A) all or substantially all of the shares individuals and entities who were the beneficial owners of Voting Shares immediately prior to the Business Combination beneficially own, directly or indirectly, more than 50% of the stock subject combined voting power of the then outstanding Voting Shares of the entity resulting from the Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), (B) no Person (other than the Company, such entity resulting from the Business Combination, or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from the Business Combination) beneficially owns, directly or indirectly, 25% or more of the combined voting power of the then outstanding Voting Shares of the entity resulting from the Business Combination, and (C) at least a majority of the members of the board of directors of the entity resulting from the Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for the Business Combination; or (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to the Option;a Business Combination that complies with clauses (A), (B) and (C) of Section 3(b)(iii) hereof. (c) Notwithstanding the provisions of Section 5(a) above, if during prior to the Option Vesting Period the Trailing Trading Price end of the Common Stock equals or exceeds $ per share Performance Period, (i) Optionee dies while in the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control employ of the Company or a Subsidiary, then immediately prior to such Change in Control the Option may be exercised with respect to all shall become immediately exercisable for 50% of the shares number of Option Shares and will remain exercisable in accordance with Section 7 below; (ii) Optionee becomes permanently disabled while in the employ of the stock subject to Company or a Subsidiary, then the Option irrespective shall become exercisable at the end of whether the First Performance Goal, Period for the Second Performance Goal and/or the Third Performance Goal number of Option Shares Optionee would have been achieved. To entitled to exercise if the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be had remained an employee of the Company for on the date on which the Performance Period ends and (iii) Optionee retires while in the employ of the Company or Subsidiary, then the Committee, in its sole discretion, may determine that all or any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be become immediately exercisable in any event on or after for the tenth anniversary full number of the Grant Date (the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common StockShares.

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during The Option shall become vested on the Option following Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option;Date: Vesting Date Vested Date (b) if during The Grantee may exercise the Option Vesting Period before or after it becomes vested, provided that if the Trailing Trading Price Grantee exercises any portion of the Common Stock equals or exceeds $ per share Option before it has become vested, the Shares received upon the exercise of the nonvested Option (“Nonvested Shares”) shall be subject to the “Second Performance Goal”), then on and after restrictions described in Subsection (c) below until the first Business Day date on which the Second Performance Goal is achieved applicable portion of the Option may be exercised with respect to an additional [ ] would have vested. The period before the applicable portion of the shares of Option would have vested is referred to as the stock subject to the Option;“Restriction Period.” (c) if during During the Option Vesting Period Restriction Period, the Trailing Trading Price of Grantee may not sell, assign, encumber or otherwise transfer the Common Stock equals or exceeds $ per share (Nonvested Shares, notwithstanding anything in the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect Plan to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in partcontrary. If Optionee the Grantee ceases to be an employee of employed by, or provide service to, the Company for any reason during the Restriction Period, the Grantee shall immediately return the Nonvested Shares to the Company and the Company shall pay to the Grantee, as consideration for the return of the Nonvested Shares, $______ per share for each returned Share. If the Grantee continues to be employed by, or perform service to, the Company through the vesting dates described in Subsection (a) above, the restrictions on the Nonvested Shares shall lapse according to the vesting schedule. (d) If the Grantee exercises the Option and receives Nonvested Shares, the Grantee shall not continue have the right to vest after such cessation of service as an employee. No portion of vote any Nonvested Shares and to receive dividends and distributions on Nonvested Shares during the Option Restriction Period, provided that all dividends and distributions payable on Nonvested Shares during the Restriction Period shall be exercisable held by the Company subject to the same restrictions as the underlying Nonvested Shares. (e) Any stock certificates representing Nonvested Shares shall be held in any event on escrow by the Company or after by an escrow agent designated by the tenth anniversary of Company until the Grant Date Nonvested Shares vest. When the Grantee obtains a vested right to the Nonvested Shares, a certificate representing the vested Shares shall be issued to the Grantee. The certificate representing the vested Shares shall be duly endorsed (or accompanied by an executed stock power) so as to transfer to the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common StockGrantee all right, title and interest in and to the Shares represented by such certificate.

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as provided belowratably on a daily basis commencing on the day following the Grant Date and ending on the third anniversary of the Grant Date (the “Vesting Period”) so that on the third anniversary of the Grant Date the Option shall be exercisable in full, provided that Optionee is and has been continuously employed by the Company or any Subsidiary (as that term is defined in Section 23) from the Grant Date date of this Agreement through such date. Any reference to “daily” vesting in the date Option Notice shall mean that the applicable performance goal described below is achieved: (a) if Option vests ratably on a daily basis during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achievedPeriod. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If In the event that Optionee’s employment is terminated by the Company without cause or by Optionee ceases with good reason, (a) the portion of the Option which is then vested will continue to be an employee exercisable until the tenth anniversary of the Company for any reason Grant Date (the “Option General Expiration Date”) and (b) if the Option shall is not then fully vested and exercisable an amount of the shares of Common Stock subject to the Option equal to one more year’s vesting (or such lesser number of shares as are not then vested) will vest and become exercisable upon such termination and will continue to vest after such cessation of service as an employeebe exercisable until the Option General Expiration Date. No portion of the Option shall be exercisable in any event on or after the tenth anniversary of the Grant Date (the “Option General Expiration Date”); provide, however, that if Optionee is a ten percent (10%) shareholder within the meaning of section 422(b)(6) of the Code on the Grant Date, an option shall not be exercisable after the expiration of five years from the Grant Date. An option may not be exercised for a fraction of a share of Common Stock.

Vesting of Option. Subject The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment, as follows: [TIME-BASED TEMPLATE] The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment (“Vested Shares”). percent ( %) of the provisions hereof Shares shall become Vested Shares on the first anniversary of the “Vesting Commencement Date,” and the provisions remainder shall vest in equal monthly installments during the subsequent (__) months, such that one hundred percent (100%) of the PlanShares shall be Vested Shares on the (__) anniversary of the “Vesting Commencement Date.” For these purposes, the Vesting Commencement Date shall be the Optionee’s date of hire with the Company [OPTIONAL:: SPECIFY OTHER VESTING COMMENCEMENT DATE ]. No additional Shares shall vest after the date of termination of Optionee’s Continuous Service (as defined below), but this Option will shall continue to be exercisable in accordance with Section 4 hereof. with respect to that number of Shares that have vested as of the date of termination of Optionee’s Continuous Service. [PERFORMANCE-BASED TEMPLATE] [Performance Goal] ___________ (__________) Shares [Performance Goal] ___________ (__________) Shares [Performance Goal] ___________ (__________) Shares No additional Shares shall vest and become after the date of termination of Optionee’s “Continuous Service” (as defined below) regardless of whether or not the relevant Performance Goal is subsequently achieved, but this Option shall continue to be exercisable in accordance with Section 4 hereof with respect to that number of shares that have vested as provided belowof the date of termination of Optionee’s Continuous Service. As used herein, provided that Optionee the term “Continuous Service” means (i) employment by either the Company or any parent or subsidiary corporation of the Company, or by a corporation or a parent or subsidiary of a corporation issuing or assuming a stock option in a transaction to which Section 424(a) of the Code applies, which is and has been continuously employed uninterrupted except for vacations, illness (except for permanent disability, as defined in Section 22(e)(3) of the Code), or leaves of absence which are approved in writing by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: of such other employer corporations, if applicable, (aii) if during the Option Vesting Period the Trailing Trading Price service as a member of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] Board of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control Directors of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all until Optionee resigns, is removed from office, or Optionee’s term of the shares of the stock subject office expires and he or she is not reelected, or (iii) so long as Optionee is engaged as a Service Provider to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised Company or other corporation referred to in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event on or after the tenth anniversary of the Grant Date clause (the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common Stocki) above.

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achievedfollows: (a) if during Except as otherwise provided in this Section 4, the Option Vesting Period will vest and become exercisable in accordance with the Trailing Trading Price following schedule: (i) on the first anniversary of the Common Stock equals or exceeds $ per share (the “First Performance Goal”)Date of Grant, then on and after the first Business Day on which the First Performance Goal is achieved the Option will vest with respect to, and may be exercised with respect to [ ] for up to, one-quarter (25%) of the shares of the stock Common Stock subject to the Option; (bii) if during on the second anniversary of the Date of Grant, the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”)will vest with respect to, then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] for up to, one-quarter (25%) of the shares of the stock Common Stock subject to the Option; (ciii) if during on the third anniversary of the Date of Grant, the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”)will vest with respect to, then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] for up to, one-quarter (25%) of the shares of the stock Common Stock subject to the Option; and (div) if during on the fourth anniversary of the Date of Grant, the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option will vest with respect to, and may be exercised with respect to all for up to, one-quarter (25%) of the shares of the stock Common Stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achievedOption. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases . (b) Notwithstanding any provision of this Section 4 to be an employee the contrary, in the event of the Company for any reason Participant’s Termination of Service due to the Option shall not continue to vest after such cessation of service as an employee. No Participant’s death or Total and Permanent Disability before a date provided in subsection (a), then a pro rata portion of the shares of Common Stock subject to the Option shall be exercisable in any event that would have vested on or after the tenth anniversary of the Date of Grant Date next following the date of the Participant’s Termination of Service due to his death or Total and Permanent Disability (the “Option General Expiration Next Vesting Date”) (prorated based on the number of days of the Participant’s employment during the one-year period immediately preceding the Next Vesting Date) will vest and become exercisable on the date of the Participant’s death or Total and Permanent Disability. (c) Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant’s Termination of Service upon or within 12 months following a Change in Control (i) by the Company without Cause (as that term is defined in the Employment Agreement, which term is defined in Xxxxxxx 00 xxxxx). An option may not be exercised , (xx) by the Company upon its nonrenewal of the Employment Agreement, or (iii) by the Participant for a fraction Good Reason (as that term is defined in the Employment Agreement), then all of a share the shares of Common StockStock subject to the Option which have not yet vested will vest and become exercisable on the date of such Termination of Service.

Vesting of Option. (a) The Option is divided into three tranches (each a “Tranche”), with each Tranche representing a portion of the Option covering that number of Shares as specified in the Grant Notice. (b) Subject to the provisions hereof Sections 2.2 and the provisions of the Plan2.3 below, the Option will shall be eligible to vest based on the Company’s achievement of the “Stock Price Hurdles” identified below during the applicable Performance Periods and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date Optionholder’s continued service in a Qualifying Position through the applicable vesting, date the applicable performance goal described below is achievedas follows: (ai) if during Tranche 1 shall vest on the Option Vesting Period date on which the Trailing Trading Share Price of the Common Stock first equals or exceeds $ per share $45.00 (“First Stock Price Hurdle”) during the First Performance Period; provided that in no event will Tranche 1 vest prior to February 20, 2025 (the “First Performance GoalService-Based Vesting Date”), then subject to Optionholder’s continued service in a Qualifying Position through the vesting date. (ii) Tranche 2 shall vest on and after the first Business Day date on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Share Price of the Common Stock first equals or exceeds $ per share $50.00 (“Second Stock Price Hurdle”) during the Second Performance Period; provided that in no event will Tranche 2 vest prior to February 20, 2026 (the “Second Performance GoalService-Based Vesting Date”), then subject to Optionholder’s continued service in a Qualifying Position through the vesting date. (iii) Tranche 3 shall vest on and after the first Business Day date on which the Share Price first equals or exceeds $60.00 (“Third Stock Price Hurdle”) during the Third Performance Period; provided that in no event will Tranche 3 vest prior to February 20, 2027 (the “Third Service-Based Vesting Date”), subject to Optionholder’s continued service in a Qualifying Position through the vesting date. Any Tranche for which the applicable Stock Price Hurdle has not been achieved on or prior to the last day of the applicable Performance Period will immediately and automatically be cancelled and forfeited without consideration therefor. Each of the First Service-Based Vesting Date, the Second Performance Goal Service-Based Vesting Date and the Third Service-Based Vesting Date is referred to herein as a “Service-Based Vesting Date.” For the avoidance of doubt, if, for any given Tranche of the Option eligible to vest pursuant to clause (i), (ii) or (iii) above, the Stock Price Hurdle is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject prior to the Option;applicable Service-Based Vesting Date corresponding to such Stock Price Hurdle, such Tranche shall vest upon the applicable Service-Based Vesting Date corresponding to such Stock Price Hurdle, subject (except as otherwise set forth in this Agreement) to Optionholder continuing to serve in a Qualifying Position through such Service-Based Vesting Date. (c) if during In the Option Vesting Period event of a Capitalization Adjustment, the Trailing Trading Stock Price of Hurdles set forth above shall be equitably adjusted by the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; andBoard. (d) if during Each Tranche may only vest (or commence vesting, as applicable) once. In no event may the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised become vested and exercisable with respect to all more than the number of the shares of the stock Shares subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event shown on or after the tenth anniversary of the Grant Date (the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common StockNotice.