Common use of AND EXERCISABILITY Clause in Contracts

AND EXERCISABILITY. (a) This Option is fully exercisable as of the Date of Grant; provided, however, that this Option may not be exercised as to any shares after the expiration of ten (10) years from the Date of Grant. (b) Except as set forth below and in Section 6, and subject to the determination of the Committee, in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to 100% of the Option Shares accordingly: (1)twenty-five percent 25% on __________ and (2)seventy-five percent (75%) at the rate of one thirty-sixth (1/36th) per month over the three (3) years thereafter. Vesting calculations shall be rounded up to the whole share. All unvested shares shall be subject to the Company's Right of Repurchase set forth in Section 9 below. Notwithstanding anything herein to the contrary, but without limitation of Section 6, in the event that this Stock Option is assumed or continued by the Company or its successor entity in the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's employment with the Company and its subsidiaries or successor entity terminates if (i) such termination occurs within 12 months of such Sale Event and (ii) such termination is by the Company without Cause or by the Optionee for Good Reason. (c) In the event that the Optionee's Service Relationship with the Company and its Subsidiaries terminates for any reason or under any circumstances, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability (as defined in Section 422(c)(6) of the Code, or for any other reason, regardless of the circumstances thereof, this Stock Option may thereafter be exercised, to the extent it was vested on such date of such termination, until the date specified in Section 2(d) below. Any portion of the Stock Option that is not vested on the date of termination of the Service Relationship shall immediately expire and be null and void. (d) Subject to the provisions of Section 6 below, once any portion of this Stock Option becomes vested, it shall continue to be vested by the Optionee or his or her successors as contemplated herein at any time or times prior to the earliest of (i) the date which is (A) twelve (12) months following the date on which the Optionee's Service Relationship with the Company and its Subsidiaries terminates due to death or disability or (B) 90 days following the date on which the Optionee's Service Relationship with the Company terminates if the termination is due to any other reason, or (ii) the Expiration Date; provided, however, if the Optionee's service relationship is terminated for Cause, this Stock Option shall be null and void upon such date of termination for cause. For purposes of this Agreement, and in accordance with the terms of this Agreement and the Plan, the Committee shall have sole discretion to determine the reason for the termination of the Optionee's Service Relationship with the Company or any Subsidiary. (e) It is understood and intended that this Stock Option is intended to qualify as an "incentive stock option" as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Issued Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Issued Shares to him or her, nor within the two-year period beginning on the day after the grant of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment (or twelve months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she will notify the Company within thirty (30) days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent Option Shares and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) vest in any year, such options will not qualify as incentive stock options.

AND EXERCISABILITY. (a) This Option is fully exercisable as of the Date of Grant; provided, however, that this Option may not be exercised as to any shares after the expiration of ten (10) years from the Date of Grant. (b) Except as set forth below and in Section 6, and subject to the determination of the Committee, in its sole discretion to accelerate the vesting schedule hereunder, this stock option shall become exercisable ("vest") as to 25% of the original number of Shares on the first anniversary of the Grant Date and as to an additional 1/48th of the original number of Shares at the end of each successive one-month period following the first anniversary of the Grant Date until the fourth anniversary of the Grant Date. The right of exercise shall be cumulative so that to the extent the Stock Option is not exercised in any period to the maximum extent permissible it shall continue to be vested and exercisable exercisable, in whole or in part, with respect to 100% all Option Shares for which it is vested until the earlier of the Option Shares accordingly: (1)twenty-five percent 25% on __________ and (2)seventy-five percent (75%) at Expiration Date or the rate termination of one thirty-sixth (1/36th) per month over this option under Section 2 hereof or the three (3) years thereafter. Vesting calculations shall be rounded up to the whole share. All unvested shares shall be subject to the Company's Right of Repurchase set forth in Section 9 belowPlan. Notwithstanding anything herein to the contrary, but without limitation of Section 6, in the event that this Stock Option is assumed or continued by the Company or its successor entity in the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's employment with the Company and its subsidiaries or successor entity terminates if (i) such termination occurs within 12 months of such Sale Event and (ii) such termination is by the Company without Cause or by the Optionee for Good Reason. (cb) Except as otherwise provided in this Section 2, this Stock Option may not be exercised unless the Optionee, at the time he or she exercises this option, has and has had at all times since the Grant Date a Service Relationship with the company. In the event that the Optionee's Service Relationship with the Company and its Subsidiaries terminates for any reason or under any circumstances, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability (as defined in Section 422(c)(6) of the Code), or for any other reason, regardless of the circumstances thereof, this Stock Option may thereafter be exercised, to the extent it was vested on such date of such termination, until the date specified in Section 2(d) below. Any portion of the Stock Option that is not vested on the date of termination of the Service Relationship shall immediately expire and be null and void. (dc) Subject to the provisions of Section 6 below, once any portion of this Stock Option becomes vestedexercisable, it shall continue to be vested exercisable by the Optionee or his or her successors as contemplated herein at any time or times prior to the earliest of (i) the date which is (A) twelve (12) months following the date on which the Optionee's Service Relationship with the Company and its Subsidiaries terminates due to death or disability or (B) 90 days following the date on which the Optionee's Service Relationship with the Company terminates if the termination is due to any other reason, or (ii) the Expiration Date; provided, however, if the Optionee's service relationship Service Relationship is terminated for Cause, this Stock Option shall be null and void upon such date of termination for causeCause. For purposes of this Agreement, and in accordance with the terms of this Agreement and the Plan, the Committee shall have sole discretion to determine the reason for the termination of the Optionee's Service Relationship with the Company or any Subsidiary. (ed) It is understood and intended that this Stock Option is intended to qualify as an "incentive stock option" as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Issued Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Issued Shares to him or her, nor within the two-year period beginning on the day after the grant of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment (or twelve months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she will notify the Company within thirty (30) days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent shares issuable upon exercise of this stock option (the "Option Shares Shares") and shares issuable upon exercise of any other incentive stock options of the Optionee having an aggregate Fair Market Value fair market value in excess of $100,000 (determined as of the Grant Date) vest in any year, such options will not qualify as incentive stock options.

AND EXERCISABILITY. (a) This Option is fully exercisable as No portion of the Date of Grant; provided, however, that this Option may not be exercised as to any shares after the expiration of ten (10) years from the Date of Grantuntil such portion shall have vested. (b) Except as set forth below and in Section 6, and subject to the determination of the Committee, in its sole discretion to accelerate the vesting schedule hereunderbelow, this Stock Option shall be vested and exercisable with respect at any time prior to 100% the Expiration Date or earlier termination of the Option as provided herein and in the Plan in an amount not to exceed the number of Vested Shares accordingly: (1)twenty-five percent 25% on __________ and (2)seventy-five percent (75%) determined at the rate time of one thirty-sixth exercise) less the number of Vested Shares previously acquired upon exercise of this Option. In no event shall this Option be exercisable for more than the Number of Option Shares (1/36th) per month over the three (3) years thereafter. Vesting calculations shall be rounded up to the whole share. All unvested shares shall be subject to the Company's Right of Repurchase set forth in Section 9 below. Notwithstanding anything herein to the contrary, but without limitation of Section 6, in the event that this Stock Option is assumed or continued by the Company or its successor entity in the sole discretion 7 of the parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's employment with the Company and its subsidiaries or successor entity terminates if (i) such termination occurs within 12 months of such Sale Event and (ii) such termination is by the Company without Cause or by the Optionee for Good ReasonPlan). (c) In the event that the OptioneeGrantee's Service Relationship with the Company and its Subsidiaries terminates is terminated for any reason or under any circumstances, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability other than for Cause (as defined in Section 422(c)(6) of the Code, or for any other reason, regardless of the circumstances thereofbelow), this Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such the date of such termination, until the date specified in Section 2(dl(e) belowhereof. Any portion of the Stock this Option that is not vested on the date of termination of the Service Relationship shall immediately expire and be null and void. (d) Subject to the provisions of Section 6 below, once any portion of this Stock Option becomes vested, it shall continue to be vested by the Optionee or his or her successors as contemplated herein at any time or times prior to the earliest of (i) the date which is (A) twelve (12) months following the date on which the Optionee's Service Relationship with the Company and its Subsidiaries terminates due to death or disability or (B) 90 days following the date on which the Optionee's Service Relationship with the Company terminates if the termination is due to any other reason, or (ii) the Expiration Date; provided, however, if the Optionee's service relationship is terminated for Cause, this Stock Option shall be null and void upon such date of termination for cause. For purposes of this Agreement, and in accordance (i) "SERVICE RELATIONSHIP" shall mean the Grantee's employment of service with the terms Company, whether in the capacity of this Agreement and an employee or director or consultant; PROVIDED that, unless otherwise determined by the PlanCommittee, the Committee shall have sole discretion to determine the reason for the termination of the OptioneeGrantee's Service Relationship with shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or any Subsidiary. (e) It is understood and intended that this Stock Option is intended to qualify as an "incentive stock option" as defined in Section 422 a transfer between the locations of the Code Company or its subsidiaries or a transfer between the Company and any subsidiary, in each case to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 there has been no interruption of the CodeService Relationship, no sale and (ii) "CAUSE" shall mean (A) any breach or other disposition may be made violation by the Grantee of Issued Shares for any provision of any agreement to which incentive stock option treatment is desired within the one-year period beginning on Grantee and the day after Company are parties, including, but not limited to, this Option Agreement, any employment agreement, any agreement containing covenants not to compete and covenants relating to the day protection of confidential information and proprietary rights of the transfer Company, or any agreement relating to nonsolicitation or nondisparagement, (B) any act or omission to act by the Grantee (other than the Grantee's resignation or retirement) which would reasonably be likely to have the effect of such Issued Shares injuring the reputation, business or business relationships of the Company or impairing the Grantee's ability to him perform services for the Company, (C) the Grantee's conviction (including any pleas of guilty or her, nor within the two-year period beginning on the day after the grant of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment (or twelve months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwisenolo contendre) of any such Issued Shares within either crime (other than ordinary traffic violations), (D) any material misconduct or willful and deliberate non-performance of these periodsduties by the Grantee in connection with the business or affairs of the Company, he (E) the Grantee's theft, dishonesty, misrepresentation or she will notify falsification of the Company's documents or records, (F) the Grantee's improper use or disclosure of the Company's confidential or proprietary information, or (G) the Grantee's use of the facilities or premises of the Company within thirty (30) days after such dispositionto conduct unlawful or unauthorized activities or transactions. The Optionee also agrees to provide For purposes of this paragraph, the Company with term "Company" shall include any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent Option Shares parent and any other incentive stock options subsidiary of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) vest in any year, such options will not qualify as incentive stock optionsCompany.

AND EXERCISABILITY. (a) This Option is fully exercisable as No portion of the Date of Grant; provided, however, that this Stock Option may not be exercised as to any shares after the expiration of ten (10) years from the Date of Grantuntil such portion shall have vested. (b) Except as set forth below and in Section 6, and subject to the determination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to 100% of the Option Shares accordingly: (1)twenty-five percent 25% on __________ and (2)seventy-five percent (75%) at the rate of one thirty-sixth (1/36th) per month over the three (3) years thereafteras provided in Schedule A hereto. Vesting calculations shall be rounded up to the whole share. All unvested shares shall be subject to the Company's Right of Repurchase set forth in Section 9 below. Notwithstanding anything herein to the contrary, but without limitation of Section 6, in the event that this Stock Option is assumed or continued by the Company or its successor entity in the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's employment with the Company and its subsidiaries or successor entity terminates if (i) such termination occurs within 12 months of such Sale Event and (ii) such termination is by the Company without Cause or by the Optionee for Good Reason.---------- (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its Subsidiaries subsidiaries terminates for any reason or under any circumstances, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability (as defined in Section 422(c)(6) of the Codedisability, or for any other reason, regardless of the circumstances thereof, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such termination, except as provided in Section 1(d) and Section 5 of Schedule A hereto, and this Stock Option may thereafter be exercised, to the ---------- extent it was vested and exercisable on such date of such termination, until the date specified in Expiration Date contemplated by Section 2(d) below1(d). Any portion of Except as the Stock Option that is not vested on the date of termination of the Service Relationship shall immediately expire and be null and void. (d) Subject to the provisions of Section 6 belowCommittee may otherwise determine, once any portion of this Stock Option becomes vested, it shall continue to be vested by the Optionee or his or her successors as contemplated herein at any time or times prior to the earliest of (i) the date which is (A) twelve (12) months following the date on which the Optionee's Service Relationship with the Company and its Subsidiaries terminates due to death or disability or (B) 90 days following the date on which the Optionee's Service Relationship with the Company terminates if the termination is due to any other reason, or (ii) the Expiration Date; provided, however, if the Optionee's service relationship is terminated for Cause, after either such event this Stock Option shall be null and void upon such date of termination for causeas to any Option Shares not then vested. For purposes hereof, a "Service Relationship" shall mean any relationship as an employee, part-time employee or consultant of this Agreement, and in accordance with the terms of this Agreement and the Plan, the Committee shall have sole discretion to determine the reason for the termination of the Optionee's Service Relationship with the Company or any Subsidiary. (e) It is understood and intended that this Stock Option is intended to qualify as an "incentive stock option" as defined in Section 422 subsidiary of the Code Company such that, for example, a Service Relationship shall be deemed to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Issued Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Issued Shares to him or her, nor within the two-year period beginning on the day after the grant of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment (or twelve months continue without interruption in the case of death event the Optionee's status changes from full-time employee to part-time employee or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she will notify the Company within thirty (30) days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent Option Shares and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) vest in any year, such options will not qualify as incentive stock optionsconsultant.