Common use of Option Period Clause in Contracts

Option Period. The Option is exercisable in whole or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through the Expiration Date. To the extent that the Option is otherwise outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2. (a) Unless the Option has become vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e), the Option will become exercisable (“vest”) as to all outstanding Covered Shares commencing on the first (1st) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such vesting date. (b) If Optionee’s employment is terminated by the Corporation by reason of Total and Permanent Disability and not for Cause, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distribution. (d) If Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet vested at the time a Change in Control occurs, the Option will vest as to all then outstanding Covered Shares, effective as of the day immediately prior to the occurrence of the Change in Control, provided that, at the time the Change in Control occurs, Optionee is an employee of the Corporation. If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC and Optionee does not continue to be employed by PNC or a Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occurs.

Option Period. The Option is exercisable in whole or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through the Expiration Date. To the extent that the Option or relevant portion thereof is otherwise outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2. (a) Unless the Option has become fully vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e), the Option will become exercisable (“vest”): (i) as to all outstanding one-third (1/3rd) of the Covered Shares (rounded down to the nearest whole Share), commencing on the first (1st) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such vesting datedate or is a Retiree whose Retirement date occurred on or after the six (6) month anniversary date of the Grant Date; (ii) as to one-half (1/2) of the remaining Covered Shares (rounded down to the nearest whole Share), commencing on the second (2nd) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such vesting date or is a Retiree whose Retirement date occurred on or after the first (1st) anniversary date of the Grant Date; and (iii) as to the remaining Covered Shares, commencing on the third (3rd) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such vesting date or is a Retiree whose Retirement date occurred on or after the first (1st) anniversary date of the Grant Date. (b) If Optionee’s employment is terminated by the Corporation by reason of Total and Permanent Disability and not for Cause, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distribution. (d) If Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet fully vested at the time a Change in Control occurs, the Option will vest as to all then outstanding Covered SharesShares as to which it has not otherwise vested, effective as of the day immediately prior to the occurrence of the Change in Control, provided that, at the time the Change in Control occurs, Optionee is either (i) an employee of the CorporationCorporation or (ii) a former employee of the Corporation whose unvested Option, or portion thereof, is then outstanding and continues to qualify for vesting pursuant to the terms of Section 2.2(a)(i), (ii) and/or (iii). If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC and Optionee does not continue to be employed by PNC or a Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occurs.

Option Period. (i) The Option is Options shall not be exercisable in whole or in part following the tenth anniversary of the Date of Grant, and shall be subject to earlier termination as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through the Expiration Date. To the extent that the Option is otherwise outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2provided below. (aii) Unless In the Option has event that the Participant's employment with the Company and its subsidiaries terminates for any reason, the Participant (or the Participant's estate) shall be entitled to exercise the Options which have become vested Vested Options as of the date of termination, for a period of 30 days following the date of termination; provided, however, that any Options which become Vested Options as of the date of termination of the Employment Period (as defined in the Employment Agreement) pursuant to Section 2.2(b3(b)(iii) shall remain exercisable on the terms and conditions specified in Section 3(b)(iii). Any Options which have not become Vested Options as of the date of termination shall terminate and be cancelled without any consideration being paid therefor. (iii) In the event that the Employment Period is terminated (A) as a result of the Participant's death or the Participant becoming Disabled (as defined in the Employment Agreement), 2.2(c), 2.2(d(B) by the Company without Cause (as defined in the Employment Agreement) or 2.2(e(C) by the Participant for Good Reason (as defined in the Employment Agreement), the Option will become Options shall be fully vested and exercisable as of the date on which the Employment Period terminates, and shall remain exercisable in accordance with the terms and conditions of Section 5.2, 5.3 or 5.5 of the Employment Agreement, respectively. In the event that the Employment Period terminates pursuant to the preceding sentence, the 30-day period specified in Section 3(b)(ii) 4 3 shall commence at the end of the Applicable Period or the Severance Period (“vest”) as defined in the Employment Agreement), as the case may be. Notwithstanding the foregoing provisions of this Section 3(b)(iii), the Options shall cease to all outstanding Covered Shares commencing be exercisable on the first (1st) anniversary date occurrence of any circumstance or event that would constitute Cause, including, without limitation, a breach of the Grant Date provided that Optionee is still an employee covenants contained in Section 6 of the Corporation on such vesting dateEmployment Agreement. (biv) If Optionee’s employment is terminated by In the Corporation by reason of Total and Permanent Disability and not for Cause, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distribution. (d) If Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent event that the Option is outstanding but not yet vested at the time a Change in Control occurs(as defined in the Employment Agreement) occurs during the Employment Period, the Option will vest as Options shall be subject to all then outstanding Covered Shares, effective as any applicable terms and conditions of Section 4(b) or 4(c) of the day immediately Employment Agreement. (v) In the event that, prior to the occurrence of the a Change in Control, provided that(A) a material reduction in the Participant's title or responsibilities, at as set forth in Section 1.2(a) of the time the Change in Control Employment Agreement, occurs, Optionee (B) the Participant provides written notice detailing such material reduction to the Company within 30 days after such material reduction occurs and (C) such material reduction remains in effect 30 days after such written notice is an employee provided to the Company, the Options shall become fully vested and exercisable upon the expiration of the Corporation. If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC and Optionee does not continue to be employed by PNC or a Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time 30- day period described in this occursclause (C).

Option Period. The Option is exercisable in whole or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through the Expiration Date. To the extent that the Option or relevant portion thereof is otherwise outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2. (a) Unless the Option has become fully vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e), the Option will become exercisable (“vest”): (i) as to all outstanding one-third (1/3rd) of the Covered Shares (rounded down to the nearest whole Share), commencing on the first (1st) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such vesting datedate or is a Retiree whose Retirement date occurred on or after the six (6) month anniversary date of the Grant Date; (ii) as to one-half (1/2) of the remaining Covered Shares (rounded down to the nearest whole Share), commencing on the second (2nd) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such vesting date or is a Retiree whose Retirement date occurred on or after the first (1st) anniversary date of the Grant Date; and (iii) as to the remaining Covered Shares, commencing on the third (3rd) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such vesting date or is a Retiree whose Retirement date occurred on or after the first (1st) anniversary date of the Grant Date. (b) If Optionee’s employment is terminated by the Corporation by reason of Total and Permanent Disability and not for Cause, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distribution. (d) If If, after the occurrence of a CIC Triggering Event but prior to the occurrence of a CIC Failure or of the Change in Control triggered by the CIC Triggering Event, Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet fully vested at the time a Change in Control occurs, the Option will vest as to all then outstanding Covered SharesShares as to which it has not otherwise vested, effective as of the day immediately prior to the occurrence of the Change in Control, provided that, at the time the Change in Control occurs, Optionee is either (i) an employee of the CorporationCorporation or (ii) a former employee of the Corporation whose unvested Option, or portion thereof, is then outstanding and continues to qualify for vesting pursuant to the terms of Section 2.2(a)(i), (ii) and/or (iii). If Optionee is employed by a Consolidated Subsidiary that ceases to be a Subsidiary subsidiary of PNC or ceases to be a consolidated subsidiary of PNC under generally accepted accounting principles and Optionee does not continue to be employed by PNC or a Consolidated Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occurs.

Option Period. The No Option is exercisable in whole or in part may be exercised after the relevant expiration date set forth on Exhibit A. Upon termination of the Participant's Full-Time Employment (as hereinafter defined) with the Company, the Options, to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through the Expiration Date. To the extent that then vested (the Option is otherwise outstanding"Vested Options"), the Option will vest may be exercised as to Covered Shares as set forth in this Section 2.2.follows: (ai) Unless If the Option has become vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(eParticipant's Full-Time Employment terminates by reason of Disability (as hereinafter defined), the Option will become Vested Options shall be exercisable (“vest”) as to all outstanding Covered Shares commencing on by the first (1st) anniversary Participant for one year following the date of such termination; (ii) If the Grant Date provided that Optionee is still an employee Participant's Full-Time Employment terminates by reason of Retirement (as hereinafter defined), the Vested Options shall be exercisable by the Participant until their expiration; (iii) If the Participant's Full-Time Employment terminates by reason of the Corporation on such vesting date.Participant's death, the Vested Options shall be exercisable by the Participant's Beneficiary (as hereinafter defined) for one year following the date of death; (biv) If Optionee’s employment the Participant's Full-Time Employment is terminated by the Corporation by reason Company or one of Total and Permanent Disability and not its Subsidiaries for Cause, Cause (as hereinafter defined) or if the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (c) If Optionee’s Participant voluntarily resigns his employment with the Corporation is terminated by Company or one of its Subsidiaries for any reason other than Disability or Retirement, all Vested Options shall immediately terminate and cease to be exercisable as of Optionee’s deaththe date of such termination or resignation; and (v) If the Participant's Full-Time Employment terminates for any other reason not specified above in this Section 3(b), the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may Vested Options shall be exercised by Optionee’s properly designated beneficiary, exercisable by the person or persons entitled to do so under Optionee’s willParticipant for 90 days following the date of such termination. The Committee may, or by the person or persons entitled to do so under in its sole discretion, provide for a longer post-termination exercise period than the applicable laws period specified above. Any Option which is not a Vested Option as of descent the date of the Participant's termination of Full-Time Employment shall terminate as of such date and distribution. (d) If Optionee’s employment with be of no further force and effect. For the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision purposes of this Section 2.2, to the extent that the Option is outstanding but not yet vested at the time a Change in Control occurs3(b), the Option will vest as to all then outstanding Covered Shares, effective as of following terms shall have the day immediately prior to the occurrence of the Change in Control, provided that, at the time the Change in Control occurs, Optionee is an employee of the Corporation. If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC and Optionee does not continue to be employed by PNC or a Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occurs.meanings set forth below:

Option Period. The Except as otherwise set forth in Section 2.3, the Option is exercisable in whole or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through the Expiration DateDate as defined in Section A.18 of Annex A hereto, including the early termination provisions set forth in said definition. To the extent that the Option or relevant portion thereof is otherwise outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2. (a) Unless the Option has become fully vested pursuant to another subsection of this Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e)2.2, the Option will become exercisable (“vest”) as to all outstanding Covered Shares commencing on the first (1st) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such follows: [provide vesting dateschedule and/or circumstances, including any special provisions for retirement, etc.] (b) If Optionee’s employment is terminated by the Corporation by reason of Total and Permanent Disability and not for Cause, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distribution. (d) If If, after the occurrence of a CIC Triggering Event but prior to the occurrence of a CIC Failure or of the Change in Control triggered by the CIC Triggering Event, Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet fully vested at the time a Change in Control occurs, the Option will vest as to all then outstanding Covered SharesShares as to which it has not otherwise vested, effective as of the day immediately prior to the occurrence of the Change in Control, provided that, at the time the Change in Control occurs, Optionee is either (i) an employee of the CorporationCorporation or (ii) a former employee of the Corporation whose unvested Option, or portion thereof, is then outstanding and continues to qualify for vesting pursuant to the terms of another subsection of this Section 2.2. (f) The Committee or its delegate may in their sole discretion, but need not, accelerate the vesting date of all or any portion of the Option subject, if applicable, to such limitations as may be set forth in the Plan. If Optionee is employed by a Consolidated Subsidiary that ceases to be a Subsidiary subsidiary of PNC or ceases to be a consolidated subsidiary of PNC under generally accepted accounting principles and Optionee does not continue to be employed by PNC or a Consolidated Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occurs.

Option Period. The Except as otherwise set forth in Section 2.3, the Option is exercisable in whole or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through the Expiration DateDate as defined in Section 7.18, including and subject to the early termination and forfeiture provisions set forth in said definition. To the extent that the Option or relevant portion thereof is otherwise outstandingthen outstanding and the Expiration Date has not yet occurred, the Option will vest become exercisable as to Covered Shares as set forth in this Section 2.2. (a) Unless the Option has previously become vested exercisable pursuant to another subsection of this Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e)2.2, the Option will become exercisable as follows: (“vest”i) as to all outstanding one-third (1/3rd) of the Covered Shares (rounded down to the nearest whole Share), commencing on the first (1st) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such vesting dateanniversary date or is a Retiree whose Retirement date occurred on or after the six (6) month anniversary date of the Grant Date; (ii) as to one-half (1/2) of the remaining Covered Shares (rounded down to the nearest whole Share), commencing on the second (2nd) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such anniversary date or is a Retiree whose Retirement date occurred on or after the first (1st) anniversary date of the Grant Date; and (iii) as to the remaining Covered Shares, commencing on the third (3rd) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such anniversary date or is a Retiree whose Retirement date occurred on or after the first (1st) anniversary date of the Grant Date. (b) If Optionee’s employment is terminated by the Corporation by reason of Total and Permanent Disability and not for Cause, the Option will vest become exercisable as to all outstanding Covered Shares as to which it has not otherwise vested become exercisable commencing on Optionee’s Termination Date. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, the Option will immediately vest become exercisable as to all outstanding Covered Shares as to which it has not otherwise vestedbecome exercisable, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distribution. (d) If If, after the occurrence of a Change of Control Triggering Event but prior to the occurrence of a Change of Control Failure or of the Change of Control triggered by the Change of Control Triggering Event, Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest become exercisable as to all outstanding Covered Shares as to which it has not otherwise vested become exercisable commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but has not yet vested become fully exercisable at the time a Change in of Control occurs, the Option will vest become exercisable as to all then outstanding Covered SharesShares as to which it has not otherwise become exercisable, effective as of the day immediately prior to the occurrence of the Change in of Control, provided that, at the time the Change in of Control occurs, Optionee is either (i) an employee of the CorporationCorporation or (ii) a former employee of the Corporation whose Option, or portion thereof, has not yet become exercisable but is then outstanding and continues to qualify for becoming exercisable pursuant to the terms of Section 2.2(a)(i), (ii) and/or (iii). (f) The Compensation Committee or other PNC Designated Person as defined in Section 7.31 may in their sole discretion, but need not, accelerate the date as of which all or any portion of the Option first becomes exercisable subject, if applicable, to such limitations as may be set forth in the Plan. If Optionee is employed by a Consolidated Subsidiary that ceases to be a Subsidiary subsidiary of PNC or ceases to be a consolidated subsidiary of PNC under U.S. generally accepted accounting principles and Optionee does not continue to be employed by PNC or a Consolidated Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occurs.

Option Period. The Option is exercisable in whole (a) Subject to section 2(b), the Optionee shall have the right to purchase all or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) portion of the optioned Common Stock at any time and from time to time through during the Expiration Date. To the extent that the period ("Option is otherwise outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2. (aPeriod") Unless the Option has become vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e), the Option will become exercisable (“vest”) as to all outstanding Covered Shares commencing on the first Earliest Exercise Date and ending on the earliest to occur of the following dates: (1sti) anniversary if Optionee is an Eligible Individual: (A) the last day of the ten-year period commencing on the Grant Date; (B) the last day of the twelve-month period commencing on the date of the Grant Date provided that Optionee's termination of service with the Company by reason of retirement at or after age 65, death or Disability; (C) the last day of the three-month period commencing on the date of the Optionee's termination of employment with the Company, other than on account of death or Disability, Retirement or a Termination for Cause; (D) the date the Optionee is still ceases to be an employee of the Corporation Company due to a Termination for Cause; (ii) If Optionee is an Eligible Director: (A) removal for cause in accordance with the Company's bylaws; or (B) the last day of the ten-year period commencing on such vesting datethe date on which the Option was granted. (b) If Upon the termination of the Optionee’s employment is terminated by 's Service with the Corporation by reason of Total and Permanent Disability and not for CauseCompany, the any Option will vest as to all outstanding Covered Shares as to which it granted hereunder whose Earliest Exercise Date has not otherwise vested commencing on occurred is deemed forfeited; PROVIDED, HOWEVER, that in the event an Optionee’s Termination Date. (c) If Optionee’s employment 's Service with the Corporation is terminated by reason of Optionee’s Company ceases due to Retirement, death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person Disability or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distribution. (d) If Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet vested at the time upon a Change in Control occurs, the Option will vest as to all then outstanding Covered Shares, effective as of the day immediately prior to Company, any Option granted hereunder whose Earliest Exercise Date has not occurred shall become fully exercisable and the occurrence date of the Change in Controlsuch Retirement, provided thatdeath, at the time the Disability or Change in Control occursshall be deemed to be the Earliest Exercise Date. For purposes of determining whether an Optionee's Service has terminated, such Optionee's Service shall be deemed to continue for so long as the Optionee is serving as an employee officer, employee, outside director, advisory director, emeritus director or consultant to the Company or is subject to and is observing the terms of the Corporation. If Optionee is employed by a Subsidiary that ceases written agreement restricting his ability to be a Subsidiary of PNC and Optionee does not continue to be employed by PNC compete or a Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occursimposing other restrictive covenants.

Option Period. The Option is exercisable in whole or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) for the License may be exercised at any time and at the sole discretion of CJ by delivery of written notice of exercise to Neuralstem (the “Option Exercise Notice”) from time the date on which Neuralstem delivers written notice to time through CJ that Neuralstem has successfully concluded the Expiration Date. To first human clinical trial of a product based on the extent that IP Rights, together with an offer for exercise of the Option is otherwise outstandingfor such product (the “Option Exercise Offer”), through and including the second anniversary of such Option Exercise Offer (provided that if no Option Exercise Offer has been so given by Neuralstem on or before the second anniversary of the Effective Date, CJ may give the Option Exercise Notice from and after the second anniversary of the Effective Date through and including the fifth anniversary of the Effective Date; provided further that if no Option Exercise Offer has been so given by Neuralstem on or before the fifth anniversary of the Effective Date, the period within which CJ may exercise the Option shall be extended for an additional three-year period (the time period as so determined above, “Option Exercise Period”). Upon receipt of the Option Exercise Notice, the parties shall negotiate in good faith with respect to the terms of the License for a period of not more than ninety (90) days (the “Option Negotiation Period”). If the Option Exercise Notice has not been given in a timely manner during the Option Exercise Period, of if the parties are unable to execute and deliver a mutually satisfactory License during the Option Negotiation Period, the Option will vest as with respect to Covered Shares as set forth in this Section 2.2. (a) Unless any and all of the IP Rights shall terminate and be of no further force or effect, regardless of whether any such IP Rights were previously the subject of the Option has become vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) Exercise Offer or 2.2(e)other good faith negotiations of the parties. The Option Exercise Period and the Option Negotiation Period may only be extended by mutual written agreement of the parties. The Option, the Option will become exercisable (“vest”) as to all outstanding Covered Shares commencing on the first (1st) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such vesting date. (b) If Optionee’s employment is terminated by the Corporation by reason of Total Exercise Period and Permanent Disability and not for Cause, the Option Negotiation Period will vest terminate immediately if either party is the subject of a bankruptcy, insolvency, or similar legal process or event or is unable to pay its debts as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s deaththey become due. In addition, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised terminated by Optionee’s properly designated beneficiary, either party upon any material breach by the person or persons entitled to do so under Optionee’s willother party which is not cured within thirty (30) days of delivery of written notice of such breach from the non-breaching party. Upon termination of the Option, or by the person or persons entitled to do so under the applicable laws this Agreement shall terminate and neither party shall have any further obligations hereunder; provided that termination of descent and distribution. (d) If Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to terminate the extent that the Option is outstanding but not yet vested at the time a Change in Control occurs, the Option will vest as to all then outstanding Covered Shares, effective as rights or obligations of the day immediately parties under the Securities Purchase Agreement or the Registration Rights Agreement (each as defined below), or under Section 9 below, and shall not terminate any obligations or liabilities of a party arising prior to the occurrence date of termination, provided further that CJ’s sale, transfer, assignment or other disposition of all or any part of the Change in Controlsecurities purchased under the Securities Purchase Agreement will not affect the existence, provided that, at validity or the time the Change in Control occurs, Optionee is an employee terms of the CorporationOption or this Agreement, which will remain effective in accordance with the terms and conditions hereof. If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC and Optionee does not continue to be employed by PNC or a Subsidiary, then As further consideration for purposes the grant of the Option, CJ agrees that while this Agreement remains in effect CJ shall use good faith effort to monitor the Territory with respect to potential infringement of the IP Rights in the Territory by third parties, will notify Neuralstem of any such potential infringement of which it becomes aware, and will assist Neuralstem (at no out of pocket cost to CJ) concerning any efforts Neuralstem may choose to take, in its discretion, with respect to any such potential infringement. Upon execution of this Agreement, Optionee’s employment the parties will form a joint committee (the “Committee”) for the purpose of informing and sharing with the Corporation terminates effective other such information as the progress and status of development, clinical trials, regulatory process and patent registration concerning the IP Rights and any other technologies and products subsequently developed and offered for use in humans by Neuralstem, as well as the industry-wide development and trend related to stem cell products. The Committee shall consist of CEO and CSO of Neuralstem and officer/manager of CJ and convene or communicate periodically (one teleconference each calendar month at a minimum). In addition, Neuralstem shall ▇▇▇▇▇▇▇ ▇▇ with quarterly reports informing CJ of the time this occursprogress and status of the development, regulatory and patent filing status of each product based on the IP Rights, together with reasonable and necessary documents and materials corroborating or otherwise supporting such report. All information exchanged in connection with any activities of the Committee shall be subject to the existing confidentiality obligations of the parties.

Option Period. The Option is exercisable in whole (a) Subject to section 2(b), the Recipient shall have the right to purchase all or in part as to any Covered portion of the optioned Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through during the Expiration Date. To the extent that the Option is otherwise outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2. (a) Unless the Option has become vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e), the Option will become exercisable period (“vestOption Period”) as to all outstanding Covered Shares commencing on the first Earliest Vesting Date and ending on the earliest to occur of the following dates: (1sti) anniversary the close of business on the date of the Grant Date provided that Optionee is still an employee Recipient’s termination of service due to resignation or immediately upon Termination for Cause; (ii) last day of the Corporation 3-month period commencing on such vesting datethe date of the termination of all service with the Company and Provident Bank due to a discharge that is not a Termination for Cause; (iii) the last day of the 1-year period commencing on the date of termination of all service with the Company and Provident Bank due to death, Disability or Retirement, and (iv) the last day of the ten-year period following the date on which the Option was granted. (b) If Optionee’s employment the Option is terminated by the Corporation by reason of Total and Permanent Disability and not for Causedesignated as an ISO, the Option will vest as favorable tax treatment applicable to all outstanding Covered Shares as incentive stock options may not apply if it is exercisable more than three months after termination of employment for reasons other than death or total and permanent disability (within this meaning of section 22(e)(3) of the Code) or more than one year after termination of employment due to which it has not otherwise vested commencing on Optionee’s Termination Datedeath or total and permanent disability. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vestedan Earliest Exercise Date that is before its Vesting Date, and the Option may be exercised by Optionee’s properly designated beneficiarybefore it is vested. In this case, by the person or persons entitled Shares issued will bear a restrictive legend and will be nontransferable and subject to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distributionforfeiture until their Vesting Date. (d) If Optionee’s employment To become vested in an Option, the Recipient must be in continuous service with the Corporation is terminated Company during a Coverage Period by the Corporation without Cause or by Optionee with Good Reasonperiod beginning on the Grant Date and ending on the Vesting Date. In addition, the Option disinterested members of the “Committee” (as defined in the 2004 Stock Incentive Plan) must determine in its discretion that the Recipient’s performance as an officer or employee has been satisfactory. In general, performance is considered satisfactory if the recipient has been the subject of a formal written performance appraisal within the most recent 12 months and received a salary increase or one-time payment in lieu of a salary increase and no material negative change in the performance level has occurred. If performance is not determined to have been satisfactory, or, if the Recipient terminated service with the Company prior to a Vesting Date, any Options granted hereunder that are scheduled to vest on that Vesting Date, and any Shares issued upon exercise of such an Option, are deemed forfeited for that recipient. In the event of the Recipient’s termination of service with the Company due to death, Disability or Retirement, unvested Options with a Vesting Date that occurs during the calendar year of termination or the following calendar year, and any Shares issued upon exercise of such Options, will vest be deemed vested as of the termination date. Options that are forfeited will be canceled and will cease to be exercisable. Any Shares that are forfeited must be returned to the Company in exchange for a payment equal to Exercise Price paid for the Shares or their Fair Market Value on the date forfeited, whichever is less. In the event of a Change in Control, all outstanding Covered Shares as to which it has Options evidenced by this Agreement that were not otherwise vested commencing on Optionee’s Termination Datepreviously forfeited will be 100% vested. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet vested at the time a Change in Control occursTo qualify for Retirement, the Option will vest as to all then outstanding Covered SharesRecipient must, effective as of the day immediately prior termination date, have attained age 65, or attained age 55 and have at least 10 consecutive years of service, and, in either case, must enter into a retirement agreement with the Company in a form approved by the Committee, within the Committee’s discretion, and under which the Recipient agrees, for a period of 2 years, to provide consulting services to the occurrence Company and Provident Bank (as specified in Section 2.35 of the Change in Control, provided that, at the time the Change in Control occurs, Optionee is an employee Plan) and to refrain from competing with or soliciting employees and customers of the Corporation. If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC Company and Optionee does not continue to be employed by PNC or a Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occursProvident Bank.

Option Period. The Option is exercisable in whole (a) Subject to section 2(b), the Recipient shall have the right to purchase all or in part as to any Covered portion of the optioned Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through during the Expiration Date. To the extent that the period ("Option is otherwise outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2. (aPeriod") Unless the Option has become vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e), the Option will become exercisable (“vest”) as to all outstanding Covered Shares commencing on the first Earliest Vesting Date and ending on the earliest to occur of the following dates: (1sti) anniversary the close of business on the date of the Grant Date provided that Optionee is still an employee Recipient's termination of service due to resignation or immediately upon Termination for Cause; (ii) last day of the Corporation 3-month period commencing on such vesting datethe date of the termination of all service with the Company and Provident Bank due to a discharge that is not a Termination for Cause; (iii) the last day of the 1-year period commencing on the date of termination of all service with the Company and Provident Bank due to death, Disability or Retirement, and (iv) the last day of the ten-year period following the date on which the Option was granted. (b) If Optionee’s employment the Option is terminated by the Corporation by reason of Total and Permanent Disability and not for Causedesignated as an ISO, the Option will vest as favorable tax treatment applicable to all outstanding Covered Shares as incentive stock options may not apply if it is exercisable more than three months after termination of employment for reasons other than death or total and permanent disability (within this meaning of section 22(e)(3) of the Code) or more than one year after termination of employment due to which it has not otherwise vested commencing on Optionee’s Termination Datedeath or total and permanent disability. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vestedan Earliest Exercise Date that is before its Vesting Date, and the Option may be exercised by Optionee’s properly designated beneficiarybefore it is vested. In this case, by the person or persons entitled Shares issued will bear a restrictive legend and will be nontransferable and subject to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distributionforfeiture until their Vesting Date. (d) If Optionee’s employment To become vested in an Option, the Recipient must be in continuous service with the Corporation is terminated Company during a Coverage Period by the Corporation without Cause or by Optionee with Good Reasonperiod beginning on the Grant Date and ending on the Vesting Date. In addition, the Option disinterested members of the "Committee" (as defined in the 2004 Stock Incentive Plan) must determine in its discretion that the Recipient's performance as an officer or employee has been satisfactory. In general, performance is considered satisfactory if the recipient has been the subject of a formal written performance appraisal within the most recent 12 months and received a salary increase or one-time payment in lieu of a salary increase and no material negative change in the performance level has occurred. If performance is not determined to have been satisfactory, or, if the Recipient terminated service with the Company prior to a vesting date, any Options granted hereunder that are scheduled to vest on that Vesting Date, and any Shares issued upon exercise of such an Option, are deemed forfeited for that recipient. In the event of the Recipient's termination of service with the Company due to death, Disability or Retirement, unvested Options with a Vesting Date that occurs during the calendar year of termination or the following calendar year, and any Shares issued upon exercise of such Options, will vest be deemed vested as of the termination date. Options that are forfeited will be canceled and will cease to be exercisable. Any Shares that are forfeited must be returned to the Company in exchange for a payment equal to Exercise Price paid for the Shares or their Fair Market Value on the date forfeited, whichever is less. In the event of a Change in Control, all outstanding Covered Shares as to which it has Options evidenced by this Agreement that were not otherwise vested commencing on Optionee’s Termination Datepreviously forfeited will be 100% vested. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet vested at the time a Change in Control occursTo qualify for Retirement, the Option will vest as to all then outstanding Covered SharesRecipient must, effective as of the day immediately prior termination date, have attained age 65, or attained age 55 and have at least 10 consecutive years of service, and, in either case, must enter into a retirement agreement with the Company in a form approved by the Committee, within the Committee's discretion, and under which the Recipient agrees, for a period of 2 years, to provide consulting services to the occurrence Company and Provident Bank (as specified in Section 2.35 of the Change in Control, provided that, at the time the Change in Control occurs, Optionee is an employee Plan) and to refrain from competing with or soliciting employees and customers of the Corporation. If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC Company and Optionee does not continue to be employed by PNC or a Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occursProvident Bank.

Option Period. The Option is exercisable in whole (a) Subject to section 2(b), the Optionee shall have the right to purchase all or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) portion of the optioned Common Stock at any time and from time to time through during the Expiration Date. To the extent that the period ("Option is otherwise outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2. (aPeriod") Unless the Option has become vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e), the Option will become exercisable (“vest”) as to all outstanding Covered Shares commencing on the first Earliest Exercise Date and ending on the earliest to occur of the following dates: (1sti) anniversary if Optionee is an Eligible Individual: (A) the last day of the ten-year period commencing on the Grant Date; (B) the last day of the twelve-month period commencing on the date of the Grant Date provided that Optionee's termination of service with the Company by reason of retirement at or after age 65, death or Disability; (C) the last day of the three-month period commencing on the date of the Optionee's termination of employment with the Company, other than on account of death or Disability, Retirement or a Termination for Cause; (D) the date the Optionee is still ceases to be an employee of the Corporation Company due to a Termination for Cause; (ii) If Optionee is an Eligible Director: (A) removal for cause in accordance with the Company's bylaws; or (B) the last day of the ten-year period commencing on such vesting datethe date on which the Option was granted. (b) If Upon the termination of the Optionee’s employment is terminated by 's Service with the Corporation by reason of Total and Permanent Disability and not for CauseCompany, the any Option will vest as to all outstanding Covered Shares as to which it granted hereunder whose Earliest Exercise Date has not otherwise vested commencing on occurred is deemed forfeited; PROVIDED, HOWEVER, that in the event the Optionee’s Termination Date. (c) If Optionee’s employment 's Service with the Corporation is terminated by reason of Optionee’s Company ceases due to Retirement, death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person Disability or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distribution. (d) If Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet vested at the time upon a Change in Control occurs, the Option will vest as to all then outstanding Covered Shares, effective as of the day immediately prior Company, any Option granted hereunder whose Earliest Exercise Date has not occurred shall become fully exercisable and the date of such retirement, death disability or change of control shall be deemed to be the Earliest Exercise Date. For purposes of determining whether an Optionee's Service has terminated, such an Optionee's Service shall be deemed to continue for so long as the Optionee is serving as an officer, employee, outside director, advisory director, emeritus director or consultant to the occurrence Company or is subject to and is observing the terms of the Change in Control, provided that, at the time the Change in Control occurs, Optionee is an employee of the Corporation. If Optionee is employed by a Subsidiary that ceases written agreement restricting his ability to be a Subsidiary of PNC and Optionee does not continue to be employed by PNC compete or a Subsidiary, then for purposes of the Agreement, Optionee’s employment with the Corporation terminates effective at the time this occursimposing other restrictive covenants.

Option Period. The Except as otherwise set forth in Section 2.3, the Option is exercisable in whole or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through the Expiration DateDate as defined in Section A.18 of Annex A hereto, including the early termination provisions set forth in said definition. To the extent that the Option or relevant portion thereof is otherwise outstandingthen outstanding and the Expiration Date has not yet occurred, the Option will vest as to Covered Shares as set forth in this Section 2.2. (a) Unless the Option has become fully vested pursuant to another subsection of this Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e)2.2, the Option will become exercisable (“vest”) as to all outstanding Covered Shares commencing follows: (1) The Option will vest on the first date on which the Performance Condition is met where the Time Condition has been met on or prior to such date. Unless otherwise provided in another subsection of this Section 2.2: (1sti) the “Time Condition” will be satisfied on the 3rd anniversary date of the Grant Date provided that Optionee is still an employee Date; and (ii) the “Performance Condition” will be met on any date when the reported closing price on the New York Stock Exchange (or such successor reporting system as PNC may select) of a share of PNC common stock at least equals 120% of the Corporation on such vesting dateOption Price for that date and for the 4 immediately preceding trading days, as adjusted pursuant to Section 3, if applicable. The Performance Condition may not be met prior to satisfaction of the Time Condition, although it may be met simultaneously with satisfaction of the Time Condition. (b2) If Optionee’s not already vested at the time of Retirement of the Optionee or of termination of employment is terminated of the Optionee by the Corporation by reason of Total and Permanent Disability and not for Cause, the Option will vest thereafter in accordance with the other provisions of this Section 2.2 as if the Optionee had continued as an employee of the Corporation, if, and only if, prior to all outstanding Covered Shares as to which it has Optionee’s Termination Date, the Committee (or its delegate) in its sole discretion determines that the Option will continue in effect, be eligible for subsequent vesting and not otherwise vested commencing expire on Optionee’s Termination Date. (c) If Optionee’s employment Date in accordance with the Corporation is terminated by reason Section A.18 of Optionee’s deathAnnex A hereto. In such case, the Option will immediately vest as continue in effect in accordance with all provisions of this Agreement other than those providing for an early Expiration Date due to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws termination of descent and distributionemployment. (d3) If Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet vested at immediately prior to the time a Change in Control occurs, the Option will vest as to all then outstanding Covered SharesShares as to which it has not otherwise vested, effective as of the day immediately prior to the occurrence of the Change in Control, provided that, at the time the Change in Control occurs, Optionee is either (i) an employee of the Corporation. Corporation or (ii) a former employee of the Corporation whose unvested Option, or portion thereof, is then outstanding and continues to qualify for vesting pursuant to the terms of another subsection of this Section 2.2, and provided further that the Time Condition has been satisfied on or prior to the date of such Change in Control (either pursuant to Section 2.2(a)(1)(i) or pursuant to subsection (A) of this Section 2.2(a)(3)) and the Performance Condition is met simultaneously with such Change in Control event as set forth in subsection (B) of this Section 2.2(a)(3). (A) If Optionee is employed by (i) a Subsidiary that ceases Change in Control occurs prior to be a Subsidiary the 3rd anniversary of the Grant Date and (ii) the holders of voting securities of PNC and Optionee does not continue outstanding immediately prior to be employed by the Change in Control hold, upon completion of the Change in Control, voting securities representing 50% or less of the voting power in the election of directors (or members of an equivalent governing body) of the resulting or successor entity (regardless of whether such entity is PNC or a Subsidiaryan acquiring entity, including the ultimate parent entity of PNC or an entity into which PNC is merged or consolidated) and (iii) the Option is outstanding immediately prior to the time the Change in Control occurs, then for purposes of eligibility for vesting pursuant to this Section 2.2(a)(3), the AgreementTime Condition will be deemed to be satisfied effective as of the day immediately prior to the occurrence of the Change in Control. (B) If the Option is outstanding immediately prior to the time a Change in Control occurs, then for purposes of eligibility for vesting pursuant to this Section 2.2(a)(3), the Performance Condition will be deemed to be met simultaneously with the Change in Control event if either: (i) the reported closing price on the New York Stock Exchange (or such successor reporting system as PNC may select) of a share of PNC common stock at least equals 120% of the Option Price for the date of such Change in Control event or, if such event does not occur on a trading day or if PNC common stock is no longer trading on the date of or following the Change in Control event, for the immediately preceding trading day and, in either case, for the 4 trading days immediately preceding such trading day; or (ii) in the case of a Change in Control as defined in Section A.5(b) of Annex A hereto only, if the value of the consideration being received in the Change in Control transaction in exchange for each share of PNC common stock at least equals 120% of the Option Price. (4) If the Option is outstanding immediately prior to the time of Optionee’s termination of employment but has not yet vested and if Optionee’s employment with the Corporation terminates effective is terminated (other than by reason of Optionee’s death) by the Corporation without Cause or by Optionee with Good Reason and such termination of employment occurs within the period beginning on the date of a Change in Control and ending on the date that is two years after the date of the Change in Control, then the Time Condition, if not already satisfied, will be deemed to be satisfied for purposes of this Section 2.2 as of Optionee’s Termination Date and the Option will be eligible for subsequent vesting in accordance with the other provisions of this Section 2.2 if the Performance Condition is met prior to the time the Option expires in accordance with Section A.18 of Annex A hereto. (5) If Optionee’s employment with the Corporation is terminated (other than by reason of Optionee’s death) by the Corporation without Cause or by Optionee with Good Reason after the occurrence of a CIC Triggering Event but prior to the occurrence of a subsequent Change in Control or of a CIC Failure with respect to the CIC Triggering Event and if the Option is outstanding but has not yet vested pursuant to any other subsection of this Section 2.2 at the time this Optionee’s Termination Date occurs, then the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested if the Performance Condition is met on Optionee’s Termination Date in accordance with Section 2.2(a)(1)(ii). If the Performance Condition is met on Optionee’s Termination Date as set forth in the preceding sentence, then the Time Condition will also be deemed to be met on Optionee’s Termination Date and the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date.