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: 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, ▇▇▇▇ 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: 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, ▇▇▇▇ 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 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: 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, ▇▇▇▇ 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 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 indicated: _____________ (___%) _____________ _____________ (___%) _____________ _____________ (___%) _____________ _____________ (___%) _____________ * Max. of the Company or a Subsidiary on such dates: $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, ▇▇▇▇ Health, LLC, and the Optionee)Plan.

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 Vesting Commencement Date and thereafter as to an additional six and one quarter percent (6.25%) of the Option Shares at the end of each successive three-month period (quarterly anniversary) following and measured from the first anniversary of the Vesting Commencement Date until fully vested, such dates: 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 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, ▇▇▇▇ 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: 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, ▇▇▇▇ 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 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: Notwithstanding anything . Once exercisable, this Stock Option 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, ▇▇▇▇ 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 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: _____________ (___%) _____________ _____________ (___%) _____________ _____________ (___%) _____________ _____________ (___%) _____________ 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, ▇▇▇▇ Health, LLC, and the Optionee)Plan.