Common use of Future Options Clause in Contracts

Future Options. Any options granted to Employee after October 1, 2008 shall be subject to the acceleration provisions set forth below. “If Employee’s employment with the Company is terminated without Cause on or within twelve (12) months following the effective date of a Change of Control, then, subject to the requirements set forth in Section 7.2(a) and (b) of the Initial Agreement and provided that the release described in such Section 7.2(b) has become effective in accordance with its terms prior to the 30th day following the effective date of such termination, then Employee shall become vested in 50% of the shares subject to options to purchase Company common stock then held by him which were initially granted to Employee after October 1, 2008. For purposes of the foregoing, a termination of Employee’s employment shall be “without Cause” if the Company unilaterally terminates Employee’s employment with the Company for any reason other than Cause; provided, however, that termination of Employee’s employment shall not be “without Cause” for these purposes if it results from the death or disability of Employee. A termination shall also be “without Cause” if (i) during Employee’s employment, the Company changes Employee’s title or position without Employee's written permission, such that he experiences a material diminution in his authority, duties or responsibilities (a “Material Adverse Change”), (ii) within 10 days of the effective date of the Material Adverse Change, Employee provides written notice to the Board of Directors of Employee’s intent to voluntarily resign from employment with the Company due to the Material Adverse Change if such Material Adverse Change is not cured within fifteen days of the Board’s receipt of such notice, (iii) the Board does not cure the Material Adverse Change within fifteen days of its receipt of such notice, and (iv) Employee voluntarily resigns no later than the end of business on the fifteenth day following the Board’s receipt of such notice.”

Future Options. Any 4.1 The Company agrees that in the event any additional stock options are granted to Employee after October 1, 2008 shall be subject the Executive pursuant to the acceleration provisions set forth belowPlans after the date hereof (the "Future Options"), any and all such Future Options shall vest in full upon the consummation of a Corporate Transaction. “Any Future Options that remain unexercised or unvested on the Expiration Date will immediately revert to the typical vesting schedules under the Plans on the Expiration Date, provided that the original term of such Future Options extended beyond the Expiration Date. This provision shall not be deemed to extend the term of any Future Options. 4.2 If Employee’s the Executive's employment with the Company is terminated (i) by the Company without Cause on Cause, (ii) as a result of the Executive's death or within twelve permanent disability or (12iii) months by the Executive for Good Reason, in the case of (i), (ii) or (iii) prior to the Expiration Date and prior to the consummation of a Corporate Transaction, any Future Options that have not vested shall not lapse immediately upon such termination but shall vest in full upon the consummation of a Corporate Transaction if such a Corporate Transaction is consummated prior to the Expiration Date. Upon vesting, such Future Options shall remain exercisable for a period of 180 days following the effective latest of (a) the date of a Change termination of Controlemployment, then, subject to the requirements set forth in Section 7.2(a) and (b) the date the Executive is no longer subject to any management lock-up that prohibits his ability to exercise options or purchase or sell the Company's Common Stock and (c) the consummation of a Corporate Transaction; provided that in no event shall any of the Initial Agreement Future Options be exercisable after the expiration of their original terms. If the Executive's employment with the Company is terminated by the Company for Cause, any and provided that all unexercised Future Options and any and all unvested Future Options shall lapse immediately upon such termination. If the release described Executive's employment with the Company is terminated by the Executive without Good Reason, the Executive shall have 90 days from such termination in such Section 7.2(b) has become effective in accordance with its terms prior which to exercise those Future Options which were vested on the 30th day following the effective date of such termination, then Employee shall become and all Future Options which had not vested in 50% prior to the date of the shares subject to options to purchase Company common stock then held by him which were initially granted to Employee after October 1, 2008. For purposes of the foregoing, a termination of Employee’s employment shall be “without Cause” if the Company unilaterally terminates Employee’s employment with the Company for any reason other than Cause; provided, however, that termination of Employee’s employment shall not be “without Cause” for these purposes if it results from the death or disability of Employee. A termination shall also be “without Cause” if (i) during Employee’s employment, the Company changes Employee’s title or position without Employee's written permission, such that he experiences a material diminution in his authority, duties or responsibilities (a “Material Adverse Change”), (ii) within 10 days of the effective date of the Material Adverse Change, Employee provides written notice to the Board of Directors of Employee’s intent to voluntarily resign from employment with the Company due to the Material Adverse Change if such Material Adverse Change is not cured within fifteen days of the Board’s receipt of such notice, (iii) the Board does not cure the Material Adverse Change within fifteen days of its receipt of such notice, and (iv) Employee voluntarily resigns no later than the end of business on the fifteenth day following the Board’s receipt of such noticelapse immediately.”