Common use of Early Exercise Clause in Contracts

Early Exercise. Subject to the conditions of this Section 4, Optionee may elect during such time as Optionee is employed by the Company, to exercise all such Options or any part thereof, prior to such time as the Options are vested as set forth above, provided however that: (i) a partial exercise shall be deemed to cover vested shares of Common Stock first and then the earliest installment of unvested shares of Common Stock; and (ii) any unvested Common Stock purchased shall be subject to the repurchase right as set forth below: (A) The Company shall have an option to repurchase (“Early Exercise Repurchase Option”) any unvested Common Stock owned by the Optionee or his or her heirs, legal representatives, successors or assigns by way of an option granted hereunder. The Early Exercise Repurchase Option must be exercised, if at all, by the Company within sixty (60) days after the date of Optionee’s termination of employment with the Company, upon notice (“Notice”) to the Optionee or his or her heirs, legal representatives, successors or assigns, in conformance with Section 12. The purchase price to be paid for the shares of Common Stock subject to the Early Exercise Repurchase Option shall be the exercise price. The Company’s Early Exercise Repurchase Option shall only apply to shares of Common Stock underlying options which would not have vested at the time of repurchase, had the options not been exercised by the Optionee. (B) Any unvested shares of Common Stock issued pursuant to an exercise of an option hereunder shall contain the following legend condition in addition to any other applicable legend condition:

Early Exercise. Subject to the conditions of this Section 4, Optionee may elect during such time as Optionee is employed by the Company, to exercise all such Options or any part thereof, prior to such time as the Options are vested as set forth above, provided however that: however, (ia) a partial exercise shall be deemed to cover vested shares of Common Stock first and then the earliest installment of unvested shares of Common Stock; and (iib) any unvested Common Stock purchased shall be subject to the repurchase right as set forth below: (A) The the Company shall have an option to repurchase (“"Early Exercise Repurchase Option”") any unvested Common Stock owned by the Optionee or his or her heirs, legal representatives, successors or assigns by way of an option granted hereunder. The Early Exercise Repurchase Option must be exercised, if at all, by the Company within sixty before the expiration of ninety (6090) days after the date of Optionee’s 's termination of employment with the Company, upon notice (“"Notice”") to the Optionee or his or her heirs, legal representatives, successors or assigns, in conformance with Section 12paragraph 13 below. The purchase price to be paid for the shares of Common Stock subject to the Early Exercise Repurchase Option shall be the exercise price. The Company’s 's Early Exercise Repurchase Option shall only apply to shares of Common Stock underlying options which would not have vested at the time of repurchase, had the options not been exercised by the Optionee. (B) . Any unvested shares of Common Stock issued pursuant to an exercise of an option hereunder shall contain the following legend condition in addition to any other applicable legend condition:: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE PROVISIONS IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

Early Exercise. Subject a. Notwithstanding any other provision of this Agreement, but subject to the conditions remaining provisions of this Section 4Clause, Optionee the Committee or the Board may elect during pass a resolution which entitles the Participant to exercise and/or surrender in full or in part any unexercised Replacement Option, whether or not the Participant has become entitled to exercise such Replacement Option or the Optioned Shares or attendant SARS in respect thereof pursuant to Clause 4 above, at such time or times and/or in such manner following the passing of such resolution as Optionee is employed specified in the resolution, which resolution may be passed for any reason as determined by the CompanyCommittee or the Board which, in the sole opinion of the Committee or the Board, warrants altering the provisions pursuant to which an Option is exercisable. (i) Notwithstanding any other clause of this Agreement but subject to paragraph 8(b)(ii) below, upon the occurrence of a Change in Control, the Participant shall be entitled, on the date of the Change in Control, to exercise in full or in part any unexercised Option (irrespective of the exercise schedule referred to in Clause 4) until the Expiry Date. (ii) If a “take-over bid” (within the meaning of applicable securities legislation) made by any person for the voting securities of the Corporation (a “Take-over Bid”) would, if successful, result in a Change in Control, then: A. the Corporation will promptly notify the Participant of the Take-over Bid and the Participant’s rights under this Clause; B. all Optioned Shares or attendant SARs in respect of the Option that are not yet exercisable pursuant to Clause 4 above at the time a formal Take-over Bid offer has been made will be accelerated so as to be and become fully available for exercise (irrespective of the exercise schedule referred to in Clause 4) on the date the formal Take-over Bid offer is made; C. the Participant shall be entitled to exercise in full or in part the Replacement Option in the manner set out in this Agreement, with any necessary modifications (or such Options other manner as may be prescribed by the Committee or the Board including, but not limited to, a form of cashless exercise), during the period ending on the earlier of the expiration of the Take-over Bid and the Expiry Date, for the purpose of tendering the Optioned Shares to the Take-over Bid; D. the Participant shall be entitled to deal with the Replacement Option in such other manner (in addition to the exercise set out in paragraph 8(b)(ii)(C) above) as may be prescribed by the Committee or the Board, in its discretion; and E. if the Optioned Shares are not deposited by the Participant pursuant to the Take-over Bid or, if deposited, are subsequently withdrawn by the Participant or not all taken up and paid for by the offeror or if the offeror fails to take-up and pay for the Shares pursuant to the terms of the Take-over Bid or if the Take-over Bid fails to close for any part thereofother reason, prior then the Participant shall promptly return the Optioned Shares (or the portion that are not taken up and paid for) to such time as the Options are vested as set forth above, provided however that: (i) a partial exercise Corporation for cancellation. Such Optioned Shares shall be deemed not to cover vested shares of Common Stock first have been exercised and then not to have been issued, and the earliest installment of unvested shares of Common Stock; Corporation shall refund to the Participant if applicable, the aggregate Exercise Price for the Optioned Shares. In such event, Options will remain exercisable in accordance with Clause 4 above, and (iiany other action by the Participant permitted in accordance with Clause 8(b)(ii)(D) any unvested Common Stock purchased above, shall be subject deemed not to the repurchase right as set forth below: (A) The Company shall have an option to repurchase (“Early Exercise Repurchase Option”) any unvested Common Stock owned by the Optionee or his or her heirs, legal representatives, successors or assigns by way of an option granted hereunder. The Early Exercise Repurchase Option must be exercised, if at all, by the Company within sixty (60) days after the date of Optionee’s termination of employment with the Company, upon notice (“Notice”) to the Optionee or his or her heirs, legal representatives, successors or assigns, in conformance with Section 12. The purchase price to be paid for the shares of Common Stock subject to the Early Exercise Repurchase Option shall be the exercise price. The Company’s Early Exercise Repurchase Option shall only apply to shares of Common Stock underlying options which would not have vested at the time of repurchase, had the options not been exercised by the Optioneeoccurred. (B) Any unvested shares of Common Stock issued pursuant to an exercise of an option hereunder shall contain the following legend condition in addition to any other applicable legend condition: