Common use of Vesting; Time of Exercise Clause in Contracts

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. Notwithstanding the foregoing, if the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause (as defined in Section 4.b. below) at any time during the two year period beginning on a Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Date. In the event that (x) a Change in Control occurs, and (y) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to the effective date of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director Employee through that date. b. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director Employee through that date. c. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director Employee through that date. Notwithstanding the foregoing, if the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause (as defined in Section 4.b. below) at any time during the two year period beginning on a Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Date. In the event that (xi) a Change in Control Transaction occurs, and (yii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to the effective date of such Change in ControlTransaction, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant__________________, provided the Participant has continuously is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on __________________, provided the Participant is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to to) the Group as Company or a Subsidiary on that date. c. of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on __________________, provided the Participant is employed by (or, if the Participant is a Contractor or an EmployeeOutside Director, Contractoris providing services to) the Company or a Subsidiary on that date. d. of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on __________________, provided the Participant is employed by (or, if the Participant is a Contractor or an Outside Director through Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, if the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause (as defined in Section 4.b. below) at any time during the two year period beginning on upon a Change in Control, (i) fifty percent (50%) of the total then-unvested Optioned Shares not previously vested immediately shall thereupon immediately become fully vested and exercisable as vest on the date of the Termination Date. In the event that (x) a Change in Control occurs, Control; and (yii) this Agreement is not assumed by the surviving corporation or its parentremaining fifty percent (50%) of the unvested Optioned Shares shall vest on the earlier of (A) the original date such Optioned Shares would have vested under Sections 3.a.-[d.] above, or (B) equally on the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to first and second anniversary of the effective date of such the Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject Subject to certain restrictions the terms and conditions set forth of the Plan and this Option Agreement, the Option shall vest and become exercisable in the Planfollowing cumulative installments, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third (1/3a) Twenty-five percent (25%) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of be exercisable at any time on or after the Stock Option shall become exercisable on day immediately preceding the first anniversary of the Date of Grant, provided vesting commencement date set forth above (the Participant has continuously provided services “Vesting Commencement Date”); (b) Up to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third twenty-five percent (1/325%) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable at any time on or after the day immediately preceding the second anniversary of the Date of Grant, provided the Participant has continuously provided services Vesting Commencement Date; (c) Up to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third additional twenty-five percent (1/325%) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable at any time on or after the day immediately preceding the third anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. Notwithstanding the foregoing, if the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause Vesting Commencement Date; and (as defined in Section 4.b. belowd) The remaining Shares shall become exercisable at any time during on or after the two day immediately preceding the fourth anniversary of the Vesting Commencement Date. If an installment covers a fractional Share, such installment will be rounded to the next highest Share, except the final installment, which will be for the balance of the total Shares; provided, that, absent the occurrence of an Adjustment Event as described in Section 4.4 of the Plan, the Optionee shall in no event be entitled under the Option to purchase a number of shares of Common Stock greater than the “Total Shares Subject to Option” indicated above. Unless Otherwise provided in the Plan or this Option Agreement, the Option shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the Expiration Date. Unless otherwise provided below, upon the effective date of an Optionee’s termination of service the unvested portion of the Optionee’s Option under this Option Agreement shall be forfeited. If the Optionee’s service with the Company or any Subsidiary is terminated as a result of the Optionee’s Retirement and the Optionee does not agree to be bound by the restrictions of Section 5.5 of the Plan, then the Option shall be exercisable only to the extent that the Optionee could exercise it on the date of his or her Retirement. If the Optionee’s service with the Company or any Subsidiary is terminated as a result of the Optionee’s Retirement and the Optionee agrees to be bound by the restrictive covenants of Section 5.5 of the Plan for the three-year period beginning on a Change following Optionee’s Retirement then Optionee will continue to vest in Control, the total Optioned Shares portion of the Option that was not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Datedate of the Optionee’s Retirement for the three-year period following Optionee’s Retirement as if the Optionee’s service had not terminated, unless Optionee violates the any of the restrictive covenants of Section 5.5 of the Plan during such three-year period. In If, in the event that (x) a Change in Control occurssole discretion of the Committee, and (y) this Agreement is not assumed by the surviving corporation or its parent, or Optionee violates one of the surviving corporation or its parent does not substitute its own option for this Stock Optionrestrictive covenants of Section 5.5 of the Plan during the three-year period following Optionee’s Retirement, then all Options, whether or not vested, shall be immediately prior forfeited and cancelled as of the date of such violation. If the Optionee’s service with the Company or any Subsidiary is terminated as a result of the Optionee’s death or Disability then the Optionee shall, in addition to the portion of the Option in which the Optionee was vested as of the effective date of any such termination of service, vest in that portion of the Option that becomes vested and exercisable on the next vesting date following the effective date of the Optionee’s termination of service as a result of the Optionee’s death or Disability. If the Optionee voluntarily terminates service for any other reason the Option shall be exercisable only to the extent the Optionee was vested on the effective date of such Change termination of service. Unless, as described in ControlSection 9.2 of the Plan, the total Optioned Shares not previously vested shall thereupon immediately become vested and an Alternative Award replaces this Stock Option, this Option shall become fully exercisable, if not previously so exercisablevested and exercisable upon the occurrence during the term of this Option Agreement of a Change in Control. If the Optionee’s service is terminated for Cause then all Options shall be immediately forfeited and cancelled as of the date of such termination.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third Thirty three thousand three hundred thirty four (1/333,334) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided that the Participant has continuously provided services to the Group as an Employeeemployee, Contractorconsultant, or Outside Director outside director through that date. b. An additional one third Thirty three thousand three hundred thirty three (1/333,333) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided that the Participant has continuously provided services to the Group as an Employeeemployee, Contractorconsultant, or Outside Director outside director through that date. c. The remaining one third Thirty three thousand three hundred thirty three (1/333,333) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided that the Participant has continuously provided services to the Group as an Employeeemployee, Contractorconsultant, or Outside Director outside director through that date. Notwithstanding . d. In the foregoingevent that (i) a Transaction occurs, if (ii) this Agreement is not assumed by the Participant’s Termination Successor Company or the Acquiring Company, as applicable, (iii) the Successor Company or the Acquiring Company, as applicable, does not substitute its own stock option for this Stock Option, then upon the effective date of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause (as defined in Section 4.b. below) at any time during the two year period beginning on a Change in Controlsuch Transaction, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Date. In the event that (x) a Change in Control occurs, and (y) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to the effective date of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable. Notwithstanding paragraphs (a), (b), and (c) above, in the event the Participant is either (i) not reelected as a director at the Company’s 2012 annual meeting of stockholders, or (ii) not nominated for reelection as a director at the Company’s 2012 annual meeting of stockholders, the Optioned Shares shall immediately become 100% vested and exercisable on the date of the failure to be reelected or nominated, as applicable, provided that the Participant has continuously provided services to the Group as an employee, consultant, or outside director through that date and the Stock Option has not otherwise been forfeited by the Participant.

Vesting; Time of Exercise. a. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares ADSs shall be vested and the Stock Option shall be exercisable as follows: a. One third (1/3) i. [___]% of the total Optioned Shares (rounded down for fractional shares) ADSs shall vest and that portion of the Stock Option shall become exercisable on [____], 202[_] (the first anniversary of the Date of Grant“First Vesting Date”), provided the Participant has continuously provided is employed by (or, if the Participant is a non-employee director or a service provider, is providing services to to) the Group as an Employee, Contractor, Company or Outside Director a Related Company through that date. b. ii. An additional one third (1/3) [___]% of the total Optioned Shares (rounded down for fractional shares) ADSs shall vest and that portion of the Stock Option shall become exercisable on quarterly basis following the second anniversary First Vesting Date of the Vesting Commencement Date of Grantoccurring after the First Vesting Date (commencing [____], 202[_]) and through [____], 202[_], provided the Participant has continuously provided is employed by (or, if the Participant is a non-employee director or a service provider, is providing services to to) the Group as an Employee, Contractor, Company or Outside Director through that a Related Company on the applicable vesting date. c. iii. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable be fully vested on the third anniversary of the Date of Grant[____], provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. 202[_]. b. Notwithstanding the foregoing, if upon the occurrence of (i) a Significant Event, following which the Participant’s Termination employment with or provision of Service is due services to death, Total and Permanent Disability, Retirement or by action of the Company without or a Related Company is terminated by the Company or the Related Company other than for Cause or (as defined in Section 4.b. belowii) at any time during the two year period beginning on a Change in ControlHostile Takeover, the total all Optioned Shares ADSs not previously vested shall thereupon immediately become fully vested and exercisable as this Stock Option shall become fully exercisable, if not previously so exercisable. c. Notwithstanding the foregoing, in the event (i) of a sale of all or substantially all of the Termination Date. In Company’s assets or (ii) the event that (x) a Change in Control occursCompany is not the continuing or surviving corporation following the consolidation or merger of the Company, and (y) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option nonqualified stock options or similar award for this Stock Optionthe Optioned ADSs granted hereunder, then the portion of the Stock Option that would vest during the 12-month period immediately following the closing date of the transaction described in subsection (i) or (ii), as applicable, shall become fully vested and exercisable immediately prior to the transaction’s closing date. Notwithstanding anything herein or in the Plan to the contrary, no Optioned ADSs shall vest and become exercisable unless the applicable event described in Section 3.b. or this Section also constitutes a change in the Company’s ownership, its effective date control, or the ownership of such Change in Control, a substantial portion of its assets within the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisablemeaning of Section 409A of the Code.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject Subject to certain restrictions the terms and conditions of the Plan and this Option Agreement, the Option shall vest and become exercisable in the following cumulative installments, as follows: (a) The Option shall vest and become exercisable with respect to percent ( %) of the Shares as of the anniversary of the vesting commencement date set forth above (the “Vesting Commencement Date”); (b) The Option shall vest and become exercisable with respect to ( ) of the remaining Shares as of the day of the month following the anniversary of the Vesting Commencement Date and each succeeding calendar month(s), until the Option is vested and exercisable with respect to % of the Shares. If an installment covers a fractional Share, such installment will be rounded to the next highest Share, except the final installment, which will be for the balance of the total Shares; provided, that, absent the occurrence of a Recapitalization or Corporate Transaction as described in Article 12 of the Plan, the Optioned Optionee shall in no event be entitled under the Option to purchase a number of shares of the Common Stock greater than the “Total Shares Subject to Option” indicated above. Notwithstanding anything to the contrary herein, the Option shall expire on the Expiration Date set forth above and must be vested and exercised, if at all, on or before the Stock Expiration Date. If the Optionee’s service with the Company or any Subsidiary is terminated, the Option shall be exercisable as follows: a. One third (1/3) of only to the total Optioned Shares (rounded down for fractional shares) shall vest and extent that portion of the Stock Option shall become exercisable Optionee could have exercised it on the first anniversary date of the Date his or her termination of Grant, provided the Participant has continuously provided services Continuous Service. Notwithstanding anything to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. Notwithstanding the foregoing, if the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause (as defined in Section 4.b. below) at any time during the two year period beginning on a Change in Controlcontrary herein, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Date. In the event that (x) a Change in Control occurs, and (y) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to the effective date of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisableexercisable upon the occurrence during the term hereof of a Change of Control or the death, Disability or Retirement of the Optionee, and the Optionee may forfeit his or her right to exercise the Option if not previously so exercisablethe Optionee’s service with the Company or any Subsidiary is terminated for Cause.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject Subject to certain restrictions the terms and conditions set forth of the Plan and this Option Agreement, the Option shall vest and become exercisable in the Planfollowing cumulative installments, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third (1/3a) Twenty-five percent (25%) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of be exercisable at any time on or after the Stock Option shall become exercisable on day immediately preceding the first anniversary of the Date of Grant, provided vesting commencement date set forth above (the Participant has continuously provided services “Vesting Commencement Date”); (b) Up to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third twenty-five percent (1/325%) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable at any time on or after the day immediately preceding the second anniversary of the Date of Grant, provided the Participant has continuously provided services Vesting Commencement Date; (c) Up to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third additional twenty-five percent (1/325%) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable at any time on or after the day immediately preceding the third anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. Notwithstanding the foregoing, if the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause Vesting Commencement Date; and (as defined in Section 4.b. belowd) The remaining Shares shall become exercisable at any time during on or after the two day immediately preceding the fourth anniversary of the Vesting Commencement Date. If an installment covers a fractional Share, such installment will be rounded to the next highest Share, except the final installment, which will be for the balance of the total Shares; provided, that, absent the occurrence of an Adjustment Event as described in Section 4.4 of the Plan, the Optionee shall in no event be entitled under the Option to purchase a number of shares of Common Stock greater than the “Total Shares Subject to Option” indicated above. Unless otherwise provided in the Plan or this Option Agreement, the Option shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the Expiration Date. Unless otherwise provided below, upon the effective date of an Optionee’s termination of service the unvested portion of the Optionee’s Option under this Option Agreement shall be forfeited. If the Optionee’s service with the Company or any Subsidiary is terminated as a result of the Optionee’s Retirement and the Optionee does not agree to be bound by the restrictions of Section 5.5 of the Plan, then the Option shall be exercisable only to the extent that the Optionee could exercise it on the date of his or her Retirement. If the Optionee’s service with the Company or any Subsidiary is terminated as a result of the Optionee’s Retirement and the Optionee agrees to be bound by the restrictive covenants of Section 5.5 of the Plan for the three-year period beginning on a Change following Optionee’s Retirement then Optionee will continue to vest in Control, the total Optioned Shares portion of the Option that was not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Datedate of the Optionee’s Retirement for the three-year period following Optionee’s Retirement as if the Optionee’s service had not terminated, unless Optionee violates the any of the restrictive covenants of Section 5.5 of the Plan during such three-year period. In If, in the event that (x) a Change in Control occurssole discretion of the Committee, and (y) this Agreement is not assumed by the surviving corporation or its parent, or Optionee violates one of the surviving corporation or its parent does not substitute its own option for this Stock Optionrestrictive covenants of Section 5.5 of the Plan during the three-year period following Optionee’s Retirement, then all Options, whether or not vested, shall be immediately prior forfeited and cancelled as of the date of such violation. If the Optionee’s service with the Company or any Subsidiary is terminated as a result of the Optionee’s death or Disability then the Optionee shall, in addition to the portion of the Option in which the Optionee was vested as of the effective date of any such termination of service, vest in that portion of the Option that becomes vested and exercisable on the next vesting date following the effective date of the Optionee’s termination of service as a result of the Optionee’s death or Disability. If the Optionee voluntarily terminates service for any other reason the Option shall be exercisable only to the extent the Optionee was vested on the effective date of such Change termination of service. Unless, as described in ControlSection 9.2 of the Plan, the total Optioned Shares not previously vested shall thereupon immediately become vested and an Alternative Award replaces this Stock Option, this Option shall become fully exercisablevested and exercisable upon the occurrence during the term of this Option Agreement of a Change in Control. If the Optionee’s service is terminated for Cause (or if, if not previously so exercisablefollowing the date of termination of the Optionee’s service for any reason, the Compensation Committee determines that circumstances exist that the Optionee’s service could have been terminated for Cause) then all Options shall be immediately forfeited and cancelled as of the date of such termination.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. Over a three (3)-year vesting period commencing on the Date of Grant: i. One third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided services to been employed by the Group as an Employee, Contractor, or Outside Director Company through that date. b. ii. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided services to been employed by the Group as an Employee, Contractor, or Outside Director Company through that date. c. iii. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided services to been employed by the Group as an Employee, Contractor, or Outside Director Company through that date. . b. Notwithstanding the foregoingforegoing and subject to Section 3(c) below, upon (A) the Participant’s death, or (B) the Termination Date (as defined below) if the Participant’s Termination termination of Service employment is due to death(1) his Disability (as defined below), Total and Permanent Disability, Retirement or (2) a termination by action of the Company without Cause (as defined in Section 4.b. below), or (3) at any time during a termination by the two year period beginning on a Change in ControlParticipant for Good Reason (as defined below), fifty percent (50%) of the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of exercisable c. Notwithstanding the Termination Date. In foregoing, in the event that (x) a Change in Control occurs, (as defined below) occurs and during the Change in Control Period (yas defined below) this Agreement is not assumed by (A) the surviving corporation or its parentParticipant terminates his employment for Good Reason, or (B) the surviving corporation or its parent does not substitute its own option for this Stock OptionCompany terminates the Participant’s employment without Cause, then immediately prior to upon the effective date Termination Date, one hundred percent (100%) of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and this Stock Option shall become fully exercisable, if not previously so exercisable. d. For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the PlanAgreement, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third One-fourth (1/31/4) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided Optionee is employed by (or, if the Optionee is a contractor or an outside director, is providing services to to) the Group as an Employee, Contractor, Company or Outside Director through a subsidiary on that date. b. An additional one third one-fourth (1/31/4) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided Optionee is employed by (or, if the Optionee is a contractor or an outside director, is providing services to to) the Group as an Employee, Contractor, Company or Outside Director through a subsidiary on that date. c. The remaining one third An additional one-fourth (1/31/4) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided Optionee is employed by (or, if the Optionee is a contractor or an outside director, is providing services to to) the Group as an Employee, Contractor, Company or Outside Director through a subsidiary on that date. . d. The remaining Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the fourth anniversary of the Date of Grant, provided the Optionee is employed by (or, if the Optionee is a contractor or an outside director, is providing services to) the Company or a subsidiary on that date Notwithstanding the foregoing, if the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause (as defined in Section 4.b. below) at any time during the two year period beginning on a Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Date. In the event that (xi) the Optionee is not nominated for reelection as a director at any future annual meeting of the Company’s stockholders (each, a “Stockholders’ Meeting”); (ii) the Optionee, if nominated for reelection, is not reelected as a director at a Stockholders’ Meeting; or (iii) a Change in Control occurs, and (y) this Agreement is not assumed by then all of the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to the effective date of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable, immediately upon (x) the date that the Company fails to nominate the Optionee to be a director to be voted upon at a Stockholders’ Meeting, (y) the date of the Stockholders’ Meeting at which the Optionee is not reelected as a director, or (z) the date that the Change in Control occurs.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject Subject to certain restrictions the terms and conditions set forth of the Plan and this Option Agreement, the Option shall vest and become exercisable in the Planfollowing cumulative installments, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third (1/3a) Twenty-five percent (25%) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of be exercisable at any time on or after the Stock Option shall become exercisable on day immediately preceding the first anniversary of the Date of Grant, provided vesting commencement date set forth above (the Participant has continuously provided services "Vesting Commencement Date"); (b) Up to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third twenty-five percent (1/325%) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable at any time on or after the day immediately preceding the second anniversary of the Date of Grant, provided the Participant has continuously provided services Vesting Commencement Date; (c) Up to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third additional twenty-five percent (1/325%) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable at any time on or after the day immediately preceding the third anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. Notwithstanding the foregoing, if the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause Vesting Commencement Date; and (as defined in Section 4.b. belowd) The remaining Shares shall become exercisable at any time during on or after the two day immediately preceding the fourth anniversary of the Vesting Commencement Date. If an installment covers a fractional Share, such installment will be rounded to the next highest Share, except the final installment, which will be for the balance of the total Shares; provided, that, absent the occurrence of an Adjustment Event as described in Section 4.4 of the Plan, the Optionee shall in no event be entitled under the Option to purchase a number of shares of Common Stock greater than the "Total Shares Subject to Option" indicated above. Unless Otherwise provided in the Plan or this Option Agreement, the Option shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the Expiration Date. Unless otherwise provided below, upon the effective date of an Optionee's termination of service the unvested portion of the Optionee's Option under this Option Agreement shall be forfeited. If the Optionee's service with the Company or any Subsidiary is terminated as a result of the Optionee's Retirement and the Optionee does not agree to be bound by the restrictions of Section 5.5 of the Plan, then the Option shall be exercisable only to the extent that the Optionee could exercise it on the date of his or her Retirement. If the Optionee's service with the Company or any Subsidiary is terminated as a result of the Optionee's Retirement and the Optionee agrees to be bound by the restrictive covenants of Section 5.5 of the Plan for the three-year period beginning on a Change following Optionee's Retirement then Optionee will continue to vest in Control, the total Optioned Shares portion of the Option that was not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Datedate of the Optionee's Retirement for the three-year period following Optionee's Retirement as if the Optionee's service had not terminated, unless Optionee violates the any of the restrictive covenants of Section 5.5 of the Plan during such three-year period. In If, in the event that (x) a Change in Control occurssole discretion of the Committee, and (y) this Agreement is not assumed by the surviving corporation or its parent, or Optionee violates one of the surviving corporation or its parent does not substitute its own option for this Stock Optionrestrictive covenants of Section 5.5 of the Plan during the three-year period following Optionee's Retirement, then all Options, whether or not vested, shall be immediately prior forfeited and cancelled as of the date of such violation. If the Optionee's service with the Company or any Subsidiary is terminated as a result of the Optionee's death or Disability then the Optionee shall, in addition to the portion of the Option in which the Optionee was vested as of the effective date of any such termination of service, vest in that portion of the Option that becomes vested and exercisable on the next vesting date following the effective date of the Optionee's termination of service as a result of the Optionee's death or Disability. If the Optionee voluntarily terminates service for any other reason the Option shall be exercisable only to the extent the Optionee was vested on the effective date of such Change termination of service. Unless, as described in ControlSection 9.2 of the Plan, the total Optioned Shares not previously vested shall thereupon immediately become vested and an Alternative Award replaces this Stock Option, this Option shall become fully exercisablevested and exercisable upon the occurrence during the term of this Option Agreement of a Change in Control. If the Optionee's service is terminated for Cause (or if, if not previously so exercisablefollowing the date of termination of the Optionee's service for any reason, the Compensation Committee determines that circumstances exist that the Optionee's service could have been terminated for Cause) then all Options shall be immediately forfeited and cancelled as of the date of such termination.

Vesting; Time of Exercise. a. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested vested, and the Stock Option shall be exercisable as follows: a. One third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third (1/3) i. [____]% of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on [____], 202[_] (the third anniversary of the Date of Grant“First Vesting Date”), provided the Participant has continuously provided services to is employed by the Group as an Employee, Contractor, Company or Outside Director a Related Company through that date. ii. An additional [__]% of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on quarterly basis following the First Vesting Date of the Vesting Commencement Date occurring after the First Vesting Date (commencing [____], 202[_]) and through [____], 202[_], provided the Participant is employed by the Company or a Related Company on the applicable vesting date. iii. The Option shall be fully vested on [____], 202[_]. b. Notwithstanding the foregoing, if upon the occurrence of (i) a Significant Event, following which the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of employment with the Company without or a Related Company is terminated by the Company or the Related Company other than for Cause or (as defined in Section 4.b. belowii) at any time during the two year period beginning on a Change in ControlHostile Takeover, the total all Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as this Stock Option shall become fully exercisable, if not previously so exercisable. c. Notwithstanding the foregoing, in the event (i) of a sale of all or substantially all of the Termination Date. In Company’s assets or (ii) the event that (x) a Change in Control occursCompany is not the continuing or surviving corporation following the consolidation or merger of the Company, and (y) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option nonqualified stock options or similar award for this Stock Optionthe Optioned Shares granted hereunder, then the portion of the Stock Option that would vest during the 12-month period immediately following the closing date of the transaction described in subsection (i) or (ii), as applicable, shall become fully vested and exercisable immediately prior to the effective date of such Change transaction’s closing date. Notwithstanding anything herein or in Controlthe Plan to the contrary, the total no Optioned Shares not previously vested shall thereupon immediately vest and become vested and exercisable unless the applicable event described in Section 3.b. or this Stock Option shall become fully exercisableSection also constitutes a change in the Company’s ownership, if not previously so exercisableits effective control, or the ownership of a substantial portion of its assets within the meaning of Section 409A of the Code.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. Over a three (3)-year vesting period commencing on the Date of Grant: i. One third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. b. ii. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. c. iii. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. . b. Notwithstanding the foregoingforegoing and subject to Section 3(c) below, upon (A) the Participant’s death, or (B) the Termination Date (as defined below) if the Participant’s Termination termination of Service employment or service is due to death(1) his Disability (as defined below), Total and Permanent Disability, Retirement or (2) a termination by action of the Company without Cause (as defined in Section 4.b. below), or (3) at any time during a termination by the two year period beginning on a Change in ControlParticipant for Good Reason (as defined below), fifty percent (50%) of the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of exercisable c. Notwithstanding the Termination Date. In foregoing, in the event that (x) a Change in Control occurs, (as defined below) occurs and during the Change in Control Period (yas defined below) this Agreement is not assumed by (A) the surviving corporation Participant terminates his employment or its parentservice for Good Reason, or (B) the surviving corporation Company terminates the Participant’s employment or its parent does not substitute its own option for this Stock Optionservice without Cause, then immediately prior to upon the effective date Termination Date, one hundred percent (100%) of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and this Stock Option shall become fully exercisable, if not previously so exercisable. d. For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject Subject to certain restrictions the terms and conditions set forth of the Plan and this Option Agreement, the Option shall vest and become exercisable in the Planfollowing cumulative installments, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third (1/3a) Twenty-five percent (25%) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of be exercisable at any time on or after the Stock Option shall become exercisable on day immediately preceding the first anniversary of the Date of Grant, provided vesting commencement date set forth above (the Participant has continuously provided services “Vesting Commencement Date”); (b) Up to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third twenty-five percent (1/325%) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable at any time on or after the day immediately preceding the second anniversary of the Date of Grant, provided the Participant has continuously provided services Vesting Commencement Date; (c) Up to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third additional twenty-five percent (1/325%) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable at any time on or after the day immediately preceding the third anniversary of the Date Vesting Commencement Date; and (d) The remaining Shares shall become exercisable at any time on or after the day immediately preceding the fourth anniversary of Grantthe Vesting Commencement Date. If an installment covers a fractional Share, provided the Participant has continuously provided services such installment will be rounded to the Group next highest Share, except the final installment, which will be for the balance of the total Shares; provided, that, absent the occurrence of an Adjustment Event as an Employeedescribed in Section 4.4 of the Plan, Contractorthe Optionee shall in no event be entitled under the Option to purchase a number of shares of Common Stock greater than the “Total Shares Subject to Option” indicated above. Unless Otherwise provided in the Plan or this Option Agreement, or Outside Director through that date. Notwithstanding the foregoingOption shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the ParticipantExpiration Date. Unless otherwise provided below, upon the effective date of an Optionee’s Termination termination of Service service the unvested portion of the Optionee’s Option under this Option Agreement shall be forfeited. If during the term of this Option Agreement the Optionee is due to death, Total and Permanent Disability, Retirement or involuntarily terminated by action of the Company without Cause (Cause, or if the Optionee’s service with the Company is terminated as defined in Section 4.b. below) at any time during a result of the two year period beginning on a Change in ControlOptionee’s death or Disability, the total Optioned Shares not previously vested then this Option shall thereupon immediately become fully vested and exercisable with respect to all Shares subject to Option as of the Termination Date. In effective date of the event that (x) Optionee’s termination of service as a Change in Control occursresult of the Optionee’s death, and (y) this Agreement is not assumed by the surviving corporation or its parentDisability, or involuntary termination other than for Cause. If the surviving corporation or its parent does not substitute its own option Optionee voluntarily terminates service with the Company for this Stock Optionany reason, then immediately prior the Option shall be exercisable only to the extent the Optionee was vested in the Option on the effective date of such Change termination of service. Unless, as described in ControlSection 9.2 of the Plan, the total Optioned Shares not previously vested shall thereupon immediately become vested and an Alternative Award replaces this Stock Option, this Option shall become fully exercisablevested and exercisable with respect to all Shares subject to Option upon the occurrence during the term of this Option Agreement of a Change in Control. Unless otherwise provided for in this Option Agreement, if the Optionee’s service with the Company is terminated for Cause, then the entire Option, whether or not previously so exercisablevested, shall be immediately forfeited and cancelled as of the date of such termination.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject The “Vesting Commencement Date” set forth above is the date on which the vesting period for the Option begins. Subject to certain restrictions the terms and conditions set forth in of the PlanPlan and this Option Agreement, the Optioned Shares shall be vested and the Stock Option shall be vest and become exercisable as follows: a. One third cumulatively, to the extent of twenty-five percent (1/325%) of the total Optioned number of Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of GrantVesting Commencement Date, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third and one-thirty-sixth (1/31/36th) of the total Optioned remaining Shares (subject to the Option on the last day of each month thereafter. If an installment covers a fractional Share, such installment will be rounded down to the nearest whole Share, except the final installment, which will be for fractional shares) shall vest and that portion the balance of the total Shares; provided, that the Optionee shall in no event be entitled under the Option to purchase a number of shares of the Common Stock greater than the “Total Shares Subject to Option” set forth above. Notwithstanding anything herein to the contrary, the Option shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before 3:00 p.m. central standard time on the Expiration Date. If the Optionee’s Continuous Service is terminated, the Option shall be exercisable only to the extent that the Optionee could have exercised it on the date of his or her termination of Continuous Service. Notwithstanding anything to the contrary herein, the Option shall become exercisable on earlier than the second anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. Notwithstanding the foregoing, if the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause (as defined time stated above in Section 4.b. below) at any time during the two year period beginning on a Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Date. In the event that (x) connection with a Change in Control occurs, and (yas provided in Section 13(c) this Agreement of the Plan. The Optionee shall forfeit his or her right to exercise the Option if the Optionee’s Continuous Service is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option terminated for this Stock Option, then immediately prior to the effective date of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisableCause.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third Twenty percent (1/320%) of the total Optioned Shares shall vest and that portion of the Stock Option shall be exercisable on the Date of Grant. b. An additional twenty percent (rounded down for fractional shares20%) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided is employed by (or, if the Participant is a consultant or an Outside Director, is providing services to to) the Group as an Employee, Contractor, Company or Outside Director through a Subsidiary on that date. b. c. An additional one third twenty percent (1/320%) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided is employed by (or, if the Participant is a consultant or an Outside Director, is providing services to to) the Group as an Employee, Contractor, Company or Outside Director through a Subsidiary on that date. c. The remaining one third d. An additional twenty percent (1/320%) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. Notwithstanding the foregoingis employed by (or, if the Participant’s Termination of Service Participant is due to deatha consultant or an Outside Director, Total and Permanent Disability, Retirement or by action of is providing services to) the Company without Cause or a Subsidiary on that date. e. The remaining twenty percent (as defined in Section 4.b. below20%) at any time during the two year period beginning on a Change in Control, of the total Optioned Shares not previously vested shall thereupon immediately become fully vested vest and exercisable as that portion of the Termination Date. Stock Option shall become exercisable on the fourth anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date. f. In the event that (xi) a Change in of Control occurs, and (yii) this Option Agreement is not assumed by the surviving corporation or its parent, or and (iii) the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to upon the effective date of such Change in Control, of Control the total Optioned Shares not previously vested shall thereupon immediately become fully vested and this Stock Option shall become fully exercisable, if not previously so exercisable.]

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One One-third (1/3) of the total Optioned Shares (rounded down to the next whole share for any fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to to) the Group as an Employee, Contractor, Company or Outside Director through a Subsidiary on that date. b. An additional one One-third (1/3) of the total Optioned Shares (rounded down to the next whole share for any fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to to) the Group as an Employee, Contractor, Company or Outside Director through a Subsidiary on that date. c. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to to) the Group as an Employee, Contractor, Company or Outside Director through a Subsidiary on that date. Notwithstanding In the foregoing, if event that a Change in Control occurs and the Participant’s Termination of Service employment with the Company (or its successor) is due to death, Total and Permanent Disability, Retirement or terminated by action of the Company without Cause (as defined in Section 4.b. below) at any time during the two year period beginning on a Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Date. In the event that (x) a Change in Control occurs, and (y) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option Participant for this Stock OptionGood Reason (as defined below), then immediately prior to the effective date of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable. Notwithstanding the foregoing, upon the occurrence of a Termination of Service due to the Participant’s death or Total and Permanent Disability, all Optioned Shares not previously vested shall immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan-------------------------- Agreement, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third i. Fifty Thousand (1/350,000) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the Date of Grant. ii. One Hundred Thousand (rounded down for fractional shares100,000) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided services to is employed by the Group as Company, an Employee, Contractoraffiliate, or Outside Director through a subsidiary on that date. b. An additional one third iii. One Hundred Fifty Thousand (1/3150,000) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided services to is employed by the Group as Company, an Employee, Contractoraffiliate, or Outside Director through a subsidiary on that date. c. The remaining one third iv. Two Hundred Thousand (1/3200,000) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided services to is employed by the Group as Company, an Employee, Contractoraffiliate, or Outside Director through a subsidiary on that date. . v. Notwithstanding the foregoing, if in the Participant’s Termination of Service is due to deathevent that (i) a Change in Control (as defined below) occurs, Total and Permanent Disability(ii) within six months following the Change in Control, Retirement or by action the Company terminates the employment of the Company Participant without Cause (as defined in Section 4.b. below) at any time during the two year period beginning on a Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Date. In the event that (x) a Change in Control occurs, and (y) this Agreement is not assumed by the surviving corporation or its parent), or the surviving corporation or its parent does not substitute its own option Participant terminates his employment with the Company for this Stock OptionGood Reason (as defined below), then immediately prior to the effective date of such Change in Control, the total all Optioned Shares not previously vested shall thereupon become immediately become vested and this the entire Stock Option shall become fully exercisableexercisable and shall remain exercisable for a period of 90 days thereafter, if not previously so exercisableat which time the Stock Option shall expire. vi. For purposes of this Agreement, "Change in Control" shall have the ----------------- meaning assigned to such term in the Employment Agreement. vii. For purposes of this Agreement, "Good Reason" shall have the ------------ meaning assigned to such term in the Employment Agreement. viii. For purposes of this Agreement, "Cause" shall have the meaning ----- assigned to such term in the Employment Agreement

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. One third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant Optionee has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant Optionee has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant Optionee has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. Notwithstanding the foregoing, if the ParticipantOptionee’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause (as defined in Section 4.b. below) at any time during the two year period beginning on a Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Date. In the event that (x) a Change in Control occurs, and (y) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to the effective date of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable.

Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the PlanAgreement, the Optioned Shares shall be vested vested, and the Stock Option shall be exercisable as follows: a. One third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant Optionee has continuously provided services to the Group as an Employeeemployee, Contractorcontractor, or Outside Director outside director through that date. b. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant Optionee has continuously provided services to the Group as an Employeeemployee, Contractorcontractor, or Outside Director outside director through that date. c. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant Optionee has continuously provided services to the Group as an Employeeemployee, Contractorcontractor, or Outside Director outside director through that date. Notwithstanding the foregoing, if in the Participant’s Termination of Service is due to deathevent that (i) a Change in Control occurs, Total and Permanent Disability, Retirement or by action one hundred percent (100%) of the Company without Cause (as defined in Section 4.b. below) at any time during total Optioned Shares not previously vested shall thereupon immediately become fully vested on the two year period beginning on a closing date of such Change in Control, provided that the Optionee has continuously provided services to the Group as an employee, contractor, or outside director through such date, or (ii) the Optionee incurs a Termination of Service (x) by the Company without Cause, or (y) by the Optionee for Good Reason, fifty percent (50%) of the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of on the Termination Date. In the event that (x) a Change in Control occurs, and (y) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to the effective date of such Change in ControlTermination of Service, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisableas applicable.

Vesting; Time of Exercise. a. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Stock Option shall be fully exercisable on the Date of Grant. b. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows: a. i. One third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. b. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. c. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant[ ], 20[ ], provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. Notwithstanding the foregoingis employed by (or, if the Participant’s Termination of Service Participant is due to deatha Contractor or an Outside Director, Total and Permanent Disability, Retirement or by action of is providing services to) the Company without Cause or a Subsidiary on that date. ii. One third (as defined in Section 4.b. below1/3) at any time during the two year period beginning on a Change in Control, of the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as vest on [ ], 20[ ], provided the Participant is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. iii. One third (1/3) of the Termination Datetotal Optioned Shares shall vest on [ ], 20[ ], provided the Participant is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. In If on or after [ ], 20[ ] (i) the event that Participant is still employed by (xor if the Participant is a Contractor or an Outside Director, is still providing services to) the Company or one of its Subsidiaries, and (ii) a Change in Control occurs, and (y) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to the effective date of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become vested vested. Upon the Participant’s Termination of Service, all vesting shall cease and all unvested Optioned Shares shall be forfeited. c. If the Optioned Shares received upon exercise of this Stock Option are not vested as described in Section 3.b. above at the time of exercise of the Stock Option, the unvested Optioned Shares issued to the Participant shall become fully exercisablebe Restricted Stock, if not previously so exercisable.subject to the conditions of Section 6.4