Common use of Exercisability Schedule Clause in Contracts

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates: Incremental Number of Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) Notwithstanding anything to the contrary in this Non-Qualified Stock Option Agreement, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee of the Company or a Subsidiary at such time; (b) in the event that this Stock Option is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall be subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee).

Exercisability Schedule. No portion of this Stock Share Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined described in Section 2 of the Stock Plan) to accelerate the following exercisability schedule hereunderschedule, this Stock Share Option shall vest and become be exercisable with respect to in full upon the following number of Option Shares on the dates indicated so long as Optionee remains an employee earlier of the Company first anniversary of the Grant Date or a Subsidiary on such dates: Incremental Number the first annual meeting of Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) Notwithstanding anything to shareholders following the contrary in this Non-Qualified Stock Option AgreementGrant Date, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee has served continuously as a member of the Company or a Subsidiary at Board on such timedate; provided that if (bi) the Optionee shall die while in the event that this Stock Option is substitutedservice of the Company, assumed, or continued in connection with (ii) the Optionee’s service as a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% member of any unvested Converted Award shall become immediately exercisable upon the termination Board terminates by reason of the Optionee’s employment with disability (within the Company or its successor within 12 months following meaning of Section 409A of the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to Code), (iii) the Optionee’s death service as a member of the Board terminates in connection with the consummation of a Sale Event or disability; (iv) a Sale Event occurs and (c) this Stock Share Option is not assumed, continued or substituted in connection with such Sale Event, then in any such case, this Share Option shall become immediately vested and exercisable in full. In determining the number of vested Share Options at the time of any exercise, the number of Share Options shall be rounded down to the nearest whole ADS or the nearest increment of 13 Ordinary Shares. Once exercisable, this Share Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee provisions hereof and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee)Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable in accordance with respect to the following number of Option Shares on the dates indicated schedule so long as the Optionee remains an employee of maintains a continuous Service Relationship with the Company or a Subsidiary on such dates: Incremental Number • [__]% of the Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) shall become exercisable [__] months after the Grant Date, and • [__]% of the Option Shares shall become exercisable each [year/quarter/month] thereafter]. Notwithstanding anything herein to the contrary in this Non-Qualified Stock Option Agreementcontrary, (a) in upon the event that this Stock Option is not Optionee’s continued Service Relationship with the Company through the consummation of a Sale Event where unvested and outstanding equity awards are assumed, substituted, assumed or continued in connection by the Company or its successor entity following the Sale Event, if the Optionee’s Service Relationship with the Company is terminated by the Company within 12 months following a Sale Event, 100% of any the unvested shares subject to the Option Shares shall immediately vest and become exercisable immediately prior to the consummation as of such Sale Event so long as the Optionee remains an employee of the Company or a Subsidiary at such time; (b) in the event that this Stock Option is substitutedtermination date. Once exercisable, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee provisions hereof and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee)Plan.

Exercisability Schedule. No portion of this Stock Share Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined described in Section 2 of the Stock Plan) to accelerate the following exercisability schedule hereunderschedule, this Stock Share Option shall vest and become be exercisable with respect to in full upon the following number of Option Shares on the dates indicated so long as Optionee remains an employee earlier of the Company first anniversary of the Grant Date or a Subsidiary on such dates: Incremental Number the first annual meeting of Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) Notwithstanding anything to shareholders following the contrary in this Non-Qualified Stock Option AgreementGrant Date, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee has served continuously as a member of the Board on such date; provided that if (i) the Optionee shall die while in the service of the Company, (ii) the Optionee’s service as a director of the Company or a Subsidiary at such time; (b) in the event that this Stock Option is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination terminates by reason of the Optionee’s employment with disability (within the Company or its successor within 12 months following meaning of Section 409A of the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to Code), (iii) the Optionee’s death service as a director of the Company terminates in connection with the consummation of a Sale Event or disability; (iv) a Sale Event occurs and (c) this Stock Share Option is not assumed, continued or substituted in connection with such Sale Event, then in any such case, this Share Option shall become immediately vested and exercisable in full. In determining the number of vested Option Shares at the time of any exercise, the number of Option Shares shall be rounded down to the nearest whole ADS or the nearest increment of 13 Ordinary Shares. Once exercisable, this Share Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee provisions hereof and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee)Plan.

Exercisability Schedule. No portion of this Stock Share Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined described in Section 2 of the Stock Plan) to accelerate the following exercisability schedule hereunderschedule, this Stock Share Option shall vest and become be exercisable with respect to in full upon the following number of Option Shares on the dates indicated so long as Optionee remains an employee earlier of the Company first anniversary of the Grant Date or a Subsidiary on such dates: Incremental Number the first annual meeting of Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) Notwithstanding anything to shareholders following the contrary in this Non-Qualified Stock Option AgreementGrant Date, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee has served continuously as a member of the Board on such date; provided that if (i) the Optionee shall die while in the service of the Company, (ii) the Optionee’s service as a director of the Company or a Subsidiary at such time; (b) in the event that this Stock Option is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination terminates by reason of the Optionee’s employment with disability (within the Company or its successor within 12 months following meaning of Section 409A of the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to Code), (iii) the Optionee’s death service as a director of the Company terminates in connection with the consummation of a Sale Event or disability; (iv) a Sale Event occurs and (c) this Stock Share Option is not assumed, continued or substituted in connection with such Sale Event, then in any such case, this Share Option shall become immediately vested and exercisable in full. In determining the number of vested Share Options at the time of any exercise, the number of Share Options shall be rounded down to the nearest whole ADS or the nearest increment of 13 Ordinary Shares. Once exercisable, this Share Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee provisions hereof and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee)Plan.

Exercisability Schedule. No If the Optionee’s service with the Company has continued through the periods set forth in the Vesting Schedule set forth on the Signature Page of this Agreement, the Optionee may exercise the Option for such number of Shares as have become exercisable pursuant to such Vesting Schedule. Notwithstanding the foregoing, upon the consummation of a Change in Control (as defined in the Plan), the Board, in its sole discretion, may (i) accelerate the exercisability, prior to the effective date of such Change in Control, of all or a portion of this Stock Option, (ii) upon written notice, provide that this Option may must be exercised until exercised, to the extent then exercisable, within a specified number of days after the date of such portion notice, at the end of which period such Option shall vest and become exercisable. Except as set forth belowterminate, (iii) if there is a surviving or acquiring entity, and subject to the discretion consummation of such Change in Control, cause that entity or a subsidiary of that entity to grant replacement awards having such terms and conditions as the Administrator (as defined Board determines to be appropriate in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunderits sole discretion, upon which replacement this Stock replaced Option shall vest be terminated or cancelled, as the case may be, (iv) terminate this Option and become exercisable make such payments, if any, therefor (or cause the surviving or acquiring entity to make such payments, if any, therefor) as the Board determines to be appropriate in its sole discretion (including, without limitation, with respect to only the following number then exercisable portion of this Option Shares based on the dates indicated so long as Optionee remains an employee Fair Market Value of the Company underlying shares as determined by the Board in good faith), upon which termination this Option shall immediately cease to have any further force or effect, which, for such purposes, shall include a Subsidiary on payment of zero for any outstanding Options in such dates: Incremental Number cases where the exercise price of Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) Notwithstanding anything to the contrary in this Non-Qualified Stock Option Agreement, (a) relevant Options is exceeded by the Fair Market Value or per share consideration in the event that this Stock Option is not substitutedChange in Control, assumed or continued in connection with a Sale Event, 100% of (v) take any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee combination (or none) of the Company or a Subsidiary at such time; (b) in foregoing actions. The foregoing rights are cumulative and may be exercised only before the event that expiration date set forth on the Signature Page of this Stock Option is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall be subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee)Agreement.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable in accordance with respect to the following number of Option Shares on the dates indicated schedule so long as Optionee remains an employee of maintains a continuous Service Relationship with the Company or a Subsidiary on such dates: Incremental Number • [__]% of the Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) shall become exercisable [__] months after the Grant Date, and • [__]% of the Option Shares shall become exercisable each [year/quarter/month] thereafter]. Notwithstanding anything herein to the contrary in this Non-Qualified Stock Option Agreementcontrary, (a) in upon the event that this Stock Option is not Optionee’s continued Service Relationship with the Company through the consummation of a Sale Event where unvested and outstanding equity awards are assumed, substituted, assumed or continued in connection by the Company or its successor entity following the Sale Event, if the Optionee’s Service Relationship with the Company is terminated by the Company within 12 months following a Sale Event, 100% of any the unvested shares subject to the Option Shares shall immediately vest and become exercisable immediately prior to the consummation as of such Sale Event so long as the Optionee remains an employee of the Company or a Subsidiary at such time; (b) in the event that this Stock Option is substitutedtermination date. Once exercisable, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee provisions hereof and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee)Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates: Incremental Number of Option Shares Exercisable Exercisability Date _____________ (25%) _____________ (25%) _____________ (25%) _____________ (25%) Notwithstanding anything to the contrary in this Non-Qualified Stock Option Agreement, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee of the Company or a Subsidiary at such time; (b) in the event that this Stock Option is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall be subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee).

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates: Incremental Number of Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) Notwithstanding anything to the contrary in this Non-Qualified Stock Option Agreementindicated, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee of the Company or a Subsidiary at through each such time; date: Incremental Number ofOption Shares Exercisable Exercisability Date Notwithstanding the foregoing or Sections 3(c) or 19 of the Plan, and notwithstanding the provisions of any employment or other agreement between the Grantee and Company or any Subsidiary that is in effect as of the date hereof, (bi) (x) in the event that a Change of Control (as defined in Section 19 of the Plan) or Sale Event (as defined in Section 3(c) of the Plan) occurs under which this Stock Option is substituted, assumed, assumed or continued by the successor entity in connection such Change of Control or Sale Event or substituted with a Sale Event new award of such successor (such substituted, assumed, or continued Award, a “Converted Award”in accordance with Section 3(c) of the Plan), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of and (y) the Optionee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall be subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee and the Company or a Subsidiary (includingor such successor in the Change of Control or Sale Event) is terminated without Cause (as defined below) within 24 months following the effective date of such Change of Control or Sale Event, for then, this Stock Option shall be immediately exercisable in full, whether or not exercisable at such time; and (ii) in the avoidance event of doubta Change of Control or Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor, pursuant this Stock Option shall become immediately exercisable in full, whether or not exercisable at such time, subject to Section 5 the provisions of the Employment Agreement among Plan, as of the Companyeffective time of such Change of Control or Sale Event. Once exercisable, Xxxx Healththis Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, LLC, subject to the provisions hereof and of the Optionee)Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates: Incremental Number of Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) Notwithstanding anything to the contrary in this Non-Qualified Stock Option Agreementindicated, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee of the Company or a Subsidiary at through each such time; date: Incremental Number ofOption Shares Exercisable Exercisability Date Notwithstanding the foregoing or Sections 3(c) or 19 of the Plan, and notwithstanding the provisions of any employment or other agreement between the Grantee and Company or any Subsidiary that is in effect as of the date hereof, (bi) (x) in the event that a Change of Control (as defined in Section 19 of the Plan) or Sale Event (as defined in Section 3(c) of the Plan) occurs under which this Stock Option is substituted, assumed, assumed or continued by the successor entity in connection such Change of Control or Sale Event or substituted with a Sale Event new award of such successor (such substituted, assumed, or continued Award, a “Converted Award”in accordance with Section 3(c) of the Plan), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of and (y) the Optionee’s 's employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall be subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee and the Company or a Subsidiary (includingor such successor in the Change of Control or Sale Event) is terminated without Cause (as defined below) within 24 months following the effective date of such Change of Control or Sale Event, for then, this Stock Option shall be immediately exercisable in full, whether or not exercisable at such time; and (ii) in the avoidance event of doubta Change of Control or Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor, pursuant this Stock Option shall become immediately exercisable in full, whether or not exercisable at such time, subject to Section 5 the provisions of the Employment Agreement among Plan, as of the Companyeffective time of such Change of Control or Sale Event. Once exercisable, Xxxx Healththis Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, LLC, subject to the provisions hereof and of the Optionee)Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable with respect to the following number of Option Shares on the dates indicated below so long as the Optionee remains an employee of continues to have a Service Relationship with the Company or a Subsidiary on such dates: Incremental Number of Option Shares Exercisable Exercisable* [Exercisability Date Date] _____________ (25___%) _____________ (25___%) _____________ (25___%) _____________ (25___%) Notwithstanding anything to the contrary in this _____________ (___%) * Max. Option Share value of $100,000 per yr. [Non-Qualified Executive Stock Option AgreementOptions: Notwithstanding the foregoing, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with of a Sale Event, upon a termination of Optionee’s Service Relationship without Cause by the Company (or a successor, if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of any the then outstanding and unvested Option Shares shall become immediately be deemed vested and exercisable effective immediately prior to the consummation such Sale Event so long as the Optionee remains an employee termination of the Company or a Subsidiary at such time; (b) in the event that Optionee’s Service Relationship. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan. In the event of a Sale Event, if the Company’s successor (which, for the purposes of this provision, is substituted, assumed, or continued the acquirer of the Company’s assets in connection with a Sale Event (such substituted, assumedresulting from the sale of all or substantially all of the Company’s assets) does not agree to assume this Stock Option, or continued Awardto substitute an equivalent award or right for this Stock Option, and Optionee remains in a “Converted Award”)Service Relationship through the consummation of such Sale Event, 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment and does not voluntarily resign without continuing with the Company or its successor within 12 months following Company’s successor, then the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) vesting of this Stock Option shall accelerate such that this Stock Option shall be subject to additional acceleration of exercisability vested to the same extent expressly provided by any written employment agreement between as if Optionee had been terminated without Cause as described above, effective immediately prior to, and contingent upon, the consummation of such Sale Event. If Optionee and is a director but not an employee or Consultant of the Company (or a Subsidiary (includingsuccessor, for if appropriate) at the avoidance time of doubt, pursuant to Section 5 consummation of the Employment Agreement among Sale Event and Optionee is removed from, or is not reelected to, the CompanyBoard (or the Board of a successor, Xxxx Healthas appropriate) in connection with or following the consummation of a Sale Event, LLC, and then the Optionee)vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest have become vested and become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 Compensation Committee of the Stock PlanBoard of Directors of the Company (the “Administrator”) to accelerate the exercisability schedule hereunder, this Stock Option shall vest be vested and become exercisable with respect to twenty-five percent (25%) of the following number of Option Shares on the dates indicated so long as Optionee remains an employee first anniversary of the Company or a Subsidiary on such dates: Incremental Number Vesting Commencement Date and thereafter as to an additional six and one quarter percent (6.25%) of the Option Shares Exercisable Exercisability at the end of each successive three-month period (quarterly anniversary) following and measured from the first anniversary of the Vesting Commencement Date (25%) (25%) (25%) (25%) Notwithstanding anything to the contrary in this Non-Qualified Stock Option Agreementuntil fully vested, (a) in the event such that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested the Option Shares shall become be vested and exercisable immediately prior to on the consummation such Sale Event fourth anniversary of the Vesting Commencement Date, so long as the Optionee remains an employee of of, or a Consultant (as defined below) to, the Company or any corporation or other entity (other than the Company) in which the Company has at least a Subsidiary 50 percent interest, either directly or indirectly on the applicable vest date (a “Subsidiary”). Once exercisable, this Stock Option shall continue to be exercisable at such time; (b) any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof. Notwithstanding anything contained in this Agreement to the contrary, in the event (and only in the event) that this Stock Option is substituted, assumed, or the Option Shares are assumed or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment with by the Company or its successor entity in a Sale Event (as defined below) in the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event, then 100% of the then-unvested Option Shares shall be deemed vested in full upon the date on which the Optionee’s employment, or service as a Consultant to (collectively, “Service Relationship”), with the Company, a Subsidiary or successor entity terminates if (A) such termination occurs in connection with and effective as of the date of, or within 12 months following the date of, such Sale Event and (B) such termination is either by either the Company or its successor without Cause (as defined below) or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall be subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optioneeas defined below).

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates: Incremental Number of Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) Notwithstanding anything to the contrary in this Non-Qualified Stock Option Agreementindicated, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee of the Company or a Subsidiary at through each such time; date: Incremental Number ofOption Shares Exercisable Exercisability Date _____________ ____________ _____________ ____________ _____________ ____________ _____________ ____________ Notwithstanding the foregoing or Sections 3(c) or 19 of the Plan, and notwithstanding the provisions of any employment or other agreement between the Grantee and Company or any Subsidiary that is in effect as of the date hereof, (bi) (x) in the event that a Change of Control (as defined in Section 19 of the Plan) or Sale Event (as defined in Section 3(c) of the Plan) occurs under which this Stock Option is substituted, assumed, assumed or continued by the successor entity in connection such Change of Control or Sale Event or substituted with a Sale Event new award of such successor (such substituted, assumed, or continued Award, a “Converted Award”in accordance with Section 3(c) of the Plan), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of and (y) the Optionee’s 's employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option shall be subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee and the Company or a Subsidiary (includingor such successor in the Change of Control or Sale Event) is terminated without Cause (as defined below) within 24 months following the effective date of such Change of Control or Sale Event, for then, this Stock Option shall be immediately exercisable in full, whether or not exercisable at such time; and (ii) in the avoidance event of doubta Change of Control or Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor, pursuant this Stock Option shall become immediately exercisable in full, whether or not exercisable at such time, subject to Section 5 the provisions of the Employment Agreement among Plan, as of the Companyeffective time of such Change of Control or Sale Event. Once exercisable, Xxxx Healththis Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, LLC, subject to the provisions hereof and of the Optionee)Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator Committee (as defined described in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such datesindicated: Incremental Number of Option Shares Exercisable Exercisable* Exercisability Date _____________ (25___%) _____________ _____________ (25___%) _____________ _____________ (25___%) _____________ _____________ (25___%) _____________ * Max. of $100,000 per yr. Notwithstanding anything herein to the contrary in this Non-Qualified Stock Option Agreementcontrary, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee sole discretion of the parties to a Transaction (as defined in Section 3 of the Plan) or is continued by the Company or a Subsidiary at and thereafter remains in effect following such time; (b) in the event that Transaction, then this Stock Option is substituted, assumed, or continued shall be deemed vested and exercisable in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable full upon the termination of date on which the Optionee’s employment with the Company and its subsidiaries or its successor entity terminates if (i) such termination occurs within 12 18 months following the Sale Event of such Transaction and (ii) such termination is by either the Company or its successor without Cause or by the Optionee for Good Reason if such termination by the Optionee is preceded during such 18-month period by any material adverse modification of the duties, principal employment location or due compensation of the Optionee without his or her consent. In addition and notwithstanding anything herein to the Optionee’s death contrary, in the event that the Optionee is not offered employment by the Company and its subsidiaries or disability; any successor entity following a Transaction on substantially the same or better terms (including, without limitation, duties and (ccompensation) than those in effect immediately prior to such Transaction, 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 terminates. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee provisions hereof and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee)Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth belowbelow in Appendix A, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable with respect to the following number of Option Shares on the dates indicated on Appendix A to this Agreement so long as the Optionee remains an employee of continues to have a Service Relationship with the Company or a Subsidiary on such dates: Incremental Number of . Once exercisable, this Stock Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) Notwithstanding anything shall continue to be exercisable at any time or times prior to the contrary close of business on the Expiration Date, subject to the provisions hereof and of the Plan. If, at the time of a Sale Event, the Optionee does not participate in this Non-Qualified Stock Option Agreementthe Company’s Amended and Restated Executive Severance Plan, as amended from time to time (a) the “Severance Plan”), then notwithstanding anything herein to the contrary, in the event (and only in the event) that this Stock Option is not substitutedor the Option Shares are assumed, assumed continued or continued substituted by the Company or its successor entity in connection with the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event, 100% of any the then-unvested Stock Option Shares shall become exercisable immediately prior to be deemed vested in full upon the consummation such Sale Event so long as date on which the Optionee remains an employee of Optionee’s Service Relationship with the Company and its Subsidiaries or a Subsidiary at successor entity terminates if (A) such time; (b) in the event that this Stock Option is substituted, assumed, or continued termination occurs in connection with a Sale Event (such substituted, assumedand effective as of the date of, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment with the Company or its successor within 12 months following the date of, such Sale Event and (B) such termination is either by either the Company other than due to Cause, death or its successor without Cause disability or by the Optionee for Good Reason or due to Reason. If, at the Optionee’s death or disability; and (c) this time of a Sale Event, the Optionee participates in the Severance Plan, then the Stock Option shall be subject to additional the acceleration of exercisability to the extent expressly vesting provisions as provided by any written employment agreement between the Optionee and the Company or a Subsidiary (including, for the avoidance in such plan. For purposes of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee).this Agreement,

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable with respect to the following number of Option Shares on the dates indicated below so long as the Optionee remains an employee of continues to have a Service Relationship with the Company or a Subsidiary on such dates: Incremental Number of Option Shares Exercisable [Exercisability Date Date] _____________ (25___%) _____________ (25___%) _____________ (25___%) _____________ (25___%) Notwithstanding anything to the contrary in this _____________ (___%) [Non-Qualified Executive Stock Option AgreementOptions: Notwithstanding the foregoing, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with of a Sale Event, upon a termination of Optionee’s Service Relationship without Cause by the Company (or a successor, if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of any the then outstanding and unvested Option Shares shall become immediately be deemed vested and exercisable effective immediately prior to such termination of Optionee’s Service Relationship. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan. In the event of a Sale Event, if the Company’s successor (which, for the purposes of this provision, is the acquirer of the Company’s assets in a Sale Event resulting from the sale of all or substantially all of the Company’s assets) does not agree to assume this Stock Option, or to substitute an equivalent award or right for this Stock Option, and Optionee remains in a Service Relationship through the consummation of such Sale Event so long Event, and does not voluntarily resign without continuing with the Company’s successor, then the vesting of this Stock Option shall accelerate such that this Stock Options shall be vested to the same extent as if Optionee had been terminated without Cause as described above, effective immediately prior to, and contingent upon, the consummation of such Sale Event. If Optionee remains is a director but not an employee or Consultant of the Company (or a Subsidiary successor, if appropriate) at such time; the time of consummation of the Sale Event and Optionee is removed from, or is not reelected to, the Board (bor the Board of a successor, as appropriate) in connection with or following the event that consummation of a Sale Event, then the vesting of this Stock Option is substituted, assumed, or continued in connection with a Sale Event (shall accelerate such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) that this Stock Option shall be subject to additional acceleration of exercisability vested to the same extent expressly provided by any written employment agreement between the as if Optionee and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee)had been terminated without Cause as described above.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunderhereunder [and to any Company leave of absence policy in effect]2, this Stock Option shall vest and become be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of continues to be employed with the Company or a Subsidiary an Affiliate on such dates: . 2 Include if LOA policy is in effect. ACTIVE/103046236.5 Incremental Number of Option Shares Exercisable Exercisable[*] Exercisability Date _____________ (25___%) ____________ _____________ (25___%) ____________ _____________ (25___%) ____________ _____________ (25___%) ____________ _____________ (___%) ____________ Notwithstanding anything in this Agreement to the contrary in this Non-Qualified Stock Option Agreementcontrary, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with case of a Sale Event, 100% of any unvested this Stock Option and the Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long be treated as the Optionee remains an employee provided in Section 3(c) of the Company or a Subsidiary at such timePlan[ provided; (b) in however that the event that this Stock Option is substituted, assumed, or continued in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable upon and the termination of the Optionee’s employment with the Company or its successor within 12 months following the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) this Stock Option Shares shall be subject to additional acceleration of exercisability to the extent expressly provided any executive agreement by any written employment agreement and between the Optionee and the Company Company, as applicable (the “Executive Agreement”)].3 Once exercisable, this Stock Option shall continue to be exercisable at any time or a Subsidiary (includingtimes prior to the close of business on the Expiration Date, for subject to the provisions hereof and of the Plan. For the avoidance of doubt, pursuant to Section 5 being employed with the Company or an Affiliate for only a portion of the Employment Agreement among the Companyvesting period, Xxxx Health, LLC, and but where the Optionee)’s employment has terminated prior to a vesting date, will not entitle the Optionee to vest in and exercise a pro-rata portion of this Stock Option on such vesting date or any future vesting date.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable with respect to the following number of Option Shares on the dates indicated as follows: [_______________________________________], so long as Optionee remains an employee of continues to have a Service Relationship with the Company or a Subsidiary on such dates: Incremental Number of Option Shares Exercisable Exercisability Date (25%) (25%) (25%) (25%) . [Notwithstanding anything to the contrary in this Non-Qualified Stock Option Agreementforegoing, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with of a Sale Event, upon a termination of Optionee’s Service Relationship without Cause by the Company (or a successor, if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of any the then outstanding and unvested Option Shares shall become immediately be deemed vested and exercisable effective immediately prior to the consummation such Sale Event so long as the Optionee remains an employee termination of the Company or a Subsidiary at such time; (b) in the event that Optionee’s Service Relationship. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan. In the event of a Sale Event, if the Company’s successor (which, for the purposes of this provision, is substituted, assumed, or continued the acquirer of the Company’s assets in connection with a Sale Event (such substituted, assumedresulting from the sale of all or substantially all of the Company’s assets) does not agree to assume this Stock Option, or continued Awardto substitute an equivalent award or right for this Stock Option, and Optionee remains in a “Converted Award”)Service Relationship through the consummation of such Sale Event, 100% of any unvested Converted Award shall become immediately exercisable upon the termination of the Optionee’s employment and does not voluntarily resign without continuing with the Company or its successor within 12 months following Company’s successor, then the Sale Event by either the Company or its successor without Cause or by the Optionee for Good Reason or due to the Optionee’s death or disability; and (c) vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above, effective immediately prior to, and contingent upon, the consummation of such Sale Event. If Optionee is a director but not an employee or Consultant of the Company (or a successor, if appropriate) at the time of consummation of the Sale Event and Optionee is removed from, or is not reelected to, the Board (or the Board of a successor, as appropriate) in connection with or following the consummation of a Sale Event, then the vesting of this Stock Option shall accelerate such that this Stock Option shall be vested to the same extent as if Optionee had been terminated without Cause as described above.]6 Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee provisions hereof and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee)Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall vest and have become exercisable. Except as set forth below, and subject to the discretion of the Administrator Committee (as defined described in Section 2 of the Stock Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall vest and become be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such datesindicated: Incremental Number of Option Shares Exercisable Exercisability Date _____________ (25___%) _____________ _____________ (25___%) _____________ _____________ (25___%) _____________ _____________ (25___%) _____________ Notwithstanding anything herein to the contrary in this Non-Qualified Stock Option Agreementcontrary, (a) in the event that this Stock Option is not substituted, assumed or continued in connection with a Sale Event, 100% of any unvested Option Shares shall become exercisable immediately prior to the consummation such Sale Event so long as the Optionee remains an employee sole discretion of the parties to a Transaction (as defined in Section 3 of the Plan) or is continued by the Company or a Subsidiary at and thereafter remains in effect following such time; (b) in the event that Transaction, then this Stock Option is substituted, assumed, or continued shall be deemed vested and exercisable in connection with a Sale Event (such substituted, assumed, or continued Award, a “Converted Award”), 100% of any unvested Converted Award shall become immediately exercisable full upon the termination of date on which the Optionee’s employment with the Company and its subsidiaries or its successor entity terminates if (i) such termination occurs within 12 18 months following the Sale Event of such Transaction and (ii) such termination is by either the Company or its successor without Cause or by the Optionee for Good Reason if such termination by the Optionee is preceded during such 18-month period by any material adverse modification of the duties, principal employment location or due compensation of the Optionee without his or her consent. In addition and notwithstanding anything herein to the Optionee’s death contrary, in the event that the Optionee is not offered employment by the Company and its subsidiaries or disability; any successor entity following a Transaction on substantially the same or better terms (including, without limitation, duties and (ccompensation) than those in effect immediately prior to such Transaction, 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 terminates. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to additional acceleration of exercisability to the extent expressly provided by any written employment agreement between the Optionee provisions hereof and the Company or a Subsidiary (including, for the avoidance of doubt, pursuant to Section 5 of the Employment Agreement among the Company, Xxxx Health, LLC, and the Optionee)Plan.