Common use of Stock Option Clause in Contracts

Stock Option. Subject to approval by the Board, the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”).

Stock Option. Subject to approval by the Board, the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive stock option to purchase 130,444 123,579 shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”).

Stock Option. Subject You were previously granted an option to approval by the Board, the Company will grant Executive, during the fourth calendar quarter purchase shares of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan Common Stock, which represented the right to purchase 6.25% of the Company’s issued and outstanding securities on a fully diluted basis as of the date of grant (the “Plan”), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with ) at an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares Company’s Common Stock as of Company common stock underlying the Option on the grant datedate of the Option. Subject to Executive’s continued employment with the Company through the applicable accelerated vesting dateprovisions set forth herein, the Option will shall vest and become exercisable with respect as to one-forty-eighth (1/48th) 25% of the shares subject thereto on each to the Option one year after your Start Date, and as to 1/36th of the remaining shares subject to the Option monthly anniversary of January 1thereafter, 2016. Notwithstanding so that the foregoingOption shall be fully vested and exercisable four (4) years from your Start Date, if subject to your continued status as an employee with the Company experiences on the relevant vesting dates; provided that you may request that the Board grant to you an Option that may be “early exercised” for restricted shares, which will become vested in accordance with the vesting schedule set forth herein and upon your employment termination from the Company, any then unvested shares will be subject to the Company’s repurchase option at the original exercise price that you paid. In all other respects, the Option shall be subject to the terms, definitions and provisions of the Company’s 2010 Stock Plan and the form of stock option agreement thereunder; provided that in the event the Option and all other equity compensation awards granted to you by the Company prior to a Change in Control (Transaction, as defined below (collectively, the “Equity”) are not assumed, substituted, continued or cancelled for consideration (cash or other property) in connection with the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) belowControl Transaction, one hundred percent (100%) of any then-the then unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior shares subject to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option Equity shall automatically vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in Transaction; provided that, notwithstanding the Plan) prior foregoing, any Equity granted to you after the full vesting (or forfeiture) of the Option and Executive’s employment date hereof that is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and performance or milestone based vesting conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an a “Option AgreementPerformance Award”)) shall not be treated as provided in this paragraph in the event of a Change of Control Transaction but shall be governed by its own terms with respect to its treatment in the event of a Change of Control Transaction.

Stock Option. Upon or promptly following the Effective Date, Executive will be granted a stock option, which will be, to the extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (as defined in Section 422 of the Code), to purchase shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to approval by the Boardaccelerated vesting provisions set forth herein, the Company Option will grant Executivevest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, during 2005, and as to one forty-eighth (1/48) of the fourth calendar quarter total number of 2015 (and shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued employment with service to the Company as an employee, director or consultant through the grant date)relevant vesting dates. The Option will be subject to the terms, under definitions and provisions of the Company’s 2015 Equity Incentive 2004 Stock Plan (the “Plan”), an incentive ) and the stock option to purchase 130,444 shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into by and between Executive and the Company and Executive, which will evidence (the grant of the Option (each, an “Option Agreement”)) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securities.

Stock Option. Subject to approval by the Board, the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive stock option to purchase 130,444 137,310 shares of Company common stock (an “Option”), with an exercise price equal to $1.12 1.232 per share, which is at least equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”).

Stock Option. Subject to the approval by of the Board or the Compensation Committee of the Board, the Company will shall grant Executive, during the fourth calendar quarter Employee an option to purchase 2,133,098 shares of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan Common Stock (the “Plan”), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with an . The Option shall be granted as soon as reasonably practicable after the date of this Agreement. The per-share exercise price equal to $1.12 per share, which is of the Option shall be equal to the fair market value per share of the shares of Company common stock underlying Company’s Common Stock on the date the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting dateis granted, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated determined by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in ControlBoard or its Compensation Committee. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion The term of the Option shall vest immediately prior be 10 years, subject to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined earlier expiration in the Plan) prior to event of the full vesting (or forfeiture) termination of the Employee’s Employment. The grant of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will shall be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant Company’s standard form of Stock Option Agreement. The Employee shall vest in 25% of the Option shares after the first 12 months of continuous service and shall vest in the remaining Option shares in equal monthly installments over the next three years of continuous service. Vesting of the Option shall accelerate in full if (eachi) the Company is subject to a Change in Control before the Employee’s service with the Company terminates and (ii) the Employee is subject to an Involuntary Termination within 12 months after such Change in Control. If, prior to an IPO, the Company completes the Third Tranche Financing and the Option represents less than 4.0% of the Company’s Common Stock calculated on a Fully-Diluted Basis immediately following the closing of such Third Tranche Financing, then the Company shall, as soon as practicable following such closing, grant another option (the “Top-Off Option”) to the Employee such that the Option and the Top-Off Option together represent 4.0% of the Company’s outstanding Common Stock calculated on a Fully-Diluted Basis immediately following the closing of the Third Tranche Financing. The Top-Off Option shall be subject to the terms and conditions set forth in the Plan and in the Company’s standard form of Stock Option Agreement”). The vesting and other terms of the Top-Off Option shall be identical to those of the Option except that the per-share exercise price of the Top-Off Option shall be equal to the fair market value per share of the Company’s Common Stock on the date the Top-Off Option is granted, as determined by the Board of its Compensation Committee.

Stock Option. Subject to approval by As soon as practicable after the Board, Execution Date the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), Executive shall be granted under the Company’s 2015 Equity Incentive Plan 's stock option plan (the “"Stock Option Plan”") a nonqualified stock option (the "Option") to purchase from the Company 30,000 ordinary shares of the Company ("Ordinary Shares"), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with par value US $1.00 per share. The Option shall have an exercise price equal to of US $1.12 100 per share, which is equal to a term expiring ten years following the fair market value date of grant and such other terms and conditions as are consistent with the Stock Option Plan and the agreement evidencing such Option. The exercisability of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth shall be as follows: (1/48thi) 20% of the shares subject thereto to the Option shall become exercisable on the date the Option is granted, and an additional 20% of the shares subject to the Option shall become exercisable on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option first, second, third and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion fourth anniversaries of the Option will vest and become exercisable immediately prior to such Change in Control. In additionEffective Date, (i) if provided that the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains continuously employed by the Company through and including the applicable anniversary (the "20% Vesting Schedule"), (ii) if at least immediately prior the expiration of the term of this Agreement the Company offers the Executive employment pursuant to such Change in Controla Separate Employment Agreement and the Executive does not agree to enter into the Separate Employment Agreement, fifty percent (50%) the Option shall be exercisable only to the extent it is exercisable on the date of any then-unvested the Executive's termination of employment and thereafter may be exercised by the Executive until the date which is 90 days following the date of the Executive's termination of employment, it being understood that the portion of the Option shall vest immediately prior to such Change in Control, and (ii) if which is not exercisable on the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) date of the Option Executive's termination of employment shall terminate on such date and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become which is exercisable upon on the effectiveness date of the Release. Each Executive's termination of employment, if not exercised during such 90-day period, shall terminate as of the end of such 90-day period and (iii) in the event of the termination of the Executive's employment pursuant to Section 4(a), 4(b), 4(c) or 4(d) hereof, the exercisability of the Option will shall be subject in all respects to the terms and conditions as set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”)such section.

Stock Option. Subject The Company shall, pursuant to approval by the Boardterms of its stock option plan or any similar plan, grant to Executive as of the "Option Grant Dates" (as defined below), one or more options (the "Stock Options") to acquire an aggregate of 1,000,000 shares of common stock of the Company ("Company Stock"). The Option Grant Dates shall be on the fifth (5th), eleventh (11th), seventeenth (17th) and twenty-third (23rd) trading days following the Distribution Date or, if the Distribution does not occur prior to January 1, 2004, the Company will grant Executive, during the fourth calendar quarter of 2015 fifth (and subject to Executive’s continued employment with the Company through the grant date5th), under the Company’s 2015 Equity Incentive Plan eleventh (the “Plan”11th), an incentive stock option to purchase 130,444 seventeenth (17th) and twenty-third (23rd) trading days in 2004. A Stock Option for 250,000 shares of Company common stock (an “Option”), with an Stock shall be granted on each of the Option Grant Dates. The exercise price equal to $1.12 per share, which is equal share of the Company Stock subject to the fair market value Stock Options shall be the closing price of the shares of Company common stock underlying Stock on the Option on Grant Dates. If the grant date. Subject to Executive’s continued employment with Stock Options are granted and then the Company through the applicable vesting dateDistribution occurs, the Option Stock Options will be equitably adjusted to preserve their value following the Distribution. The Stock Options shall vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto in equal installments of twenty-five percent (25%) on the Option Grant Date for the applicable Stock Option and twenty-five percent (25%) on each monthly anniversary of January 1the first three (3) anniversaries of the Effective Date; provided, 2016that Executive remains employed with the Company on each such anniversary. Notwithstanding the foregoing, if the Company experiences Stock Options shall fully and immediately vest on (i) a Change in Control (as defined in Section 6.5), (ii) any termination of Executive's employment with the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated Company by the Company without Cause (as defined belowin Section 6.3(b)) within three (3) months prior to the consummation or because of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control Executive's death or Disability (as defined in the PlanSection 6.2), or (iii) prior to the full vesting (or forfeiture) any termination of the Option and Executive remains employed Executive's employment by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control Executive's resignation for Good Reason (as defined in Section 6.4) or (iv) as a result of the PlanCompany's failure to automatically extend the Term pursuant to Section 2.2 (a "Non-Extension"). The Stock Options shall have a scheduled ten (10) prior year term. The Stock Options shall be "incentive stock options" to the full vesting (or forfeiture) fullest extent permitted. Beginning in the first calendar year following the Effective Date, Executive shall be entitled to receive additional annual grants of options under the Option and Executive’s employment is terminated Company's stock option plan made available by the Company without Cause within two (2) years following from time to time on a basis commensurate with his status and responsibilities, as determined by the consummation of such Change in ControlCompensation Committee, subject and with a vesting schedule commensurate with that provided to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion other executive officers of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”)generally.

Stock Option. Subject to approval by As soon as reasonably practical following commencement of Employee’s employment with the BoardCompany, the Company will grant Executive, during and its Parent shall hire an independent third-party appraiser to determine the fourth calendar quarter current fair market value of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Common Stock (assuming the grant of the option described in this Section). Following such determination of fair market value, Employee shall be granted under Company’s 2008 Equity Incentive Plan a stock option (the “PlanOption”), an incentive stock option ) to purchase 130,444 a number of shares of Common Stock that represents 5% of the shares of the Company common stock (an “Option”), with an that will be outstanding or subject to the Option following such grant. The exercise price equal to $1.12 per share, which is of the Option will be equal to the fair market value of the shares of Company common stock underlying the Option as determined by Company’s Board on the date of grant datein reliance on the third party appraisal plus (on an aggregate basis) the Additional Bonus Amounts. Subject to ExecutiveSuch Option shall become exercisable and vest over four years commencing on the first date of Employee’s continued employment with the Company through the applicable vesting dateCompany, with no portion of the Option will vest becoming exercisable or vesting unless and become exercisable with respect to one-forty-eighth (1/48th) until Employee remains employed by the Company on the third anniversary of commencement of employment, at which time 75% of the shares subject thereto on each monthly anniversary to such Option would become exercisable and vest (i.e. no longer be subject to forfeiture due to termination of January 1, 2016employment). Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) The remaining 25% of the shares subject to such Option will become exercisable and Executive’s employment is terminated vest if Employee remains employed by the Company without Cause on the fourth anniversary of commencement of Employee’s employment. The terms of such Option will provide that (as defined belowi) within three in the event of a Change of Control in which such Option is not assumed or substituted by the acquiror or otherwise continued on substantially similar terms (3provided that in connection with such assumption or substitution the option may become an option for other securities issued in the transaction in exchange for shares of Common Stock of the Company) months (an “Option Terminating Change of Control”), then all of the shares subject to such Option will become vested and exercisable immediately prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in and the Plan) prior to the full vesting (or forfeiture) of the Put Option and Executive remains employed by the Company through at least immediately prior to such Change Call Option described in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change Section 3.6 below will be in Controleffect, and (ii) that if at the Company experiences time of any Involuntary Termination of Employee’s employment, Section 3.6 below and the Put Option and Call Option described therein have terminated because the Parent is no longer a Change in Control (as defined in majority owner of the Plan) prior Company’s outstanding capital stock, then such Option will provide for a post-termination exercise period for up to the full vesting (or forfeiture) earlier of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following from termination or such time as a public market or other liquidity exists for the consummation of such Change in Control, Option’s underlying shares. Such Option and the shares subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each such Option will be subject in all respects to the terms Put Option and conditions set forth Call Option described in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”)Section 3.6 below.

Stock Option. Subject to approval by of the Board, the Company will shall grant Executive, during the fourth calendar quarter you a nonstatutory stock option to purchase 27,000 shares of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Common Stock (the “Option”) pursuant to the Company’s Amended and Restated 1995 Stock Option Plan (the “1995 Plan”), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with an . The exercise price equal to $1.12 per share, which is of the Option shall be equal to the fair market value of the shares of Company Company’s common stock underlying as of the date of grant, as determined by the Board. As of the date the Option is granted 4,500 of the Option shares shall be immediately vested and exercisable. On March 31, 2004, and on the grant date. Subject to Executive’s continued employment with last day of each month thereafter during the Company through the applicable vesting dateConsulting Period, 2,250 of the Option shares will vest and become exercisable, so that the Option will be fully vested and exercisable with respect to one-forty-eighth on December 31, 2004 if the Consulting Period extends through and including such date. You hereby agree that if the Consulting Period terminates before December 31, 2004, your Option will cease vesting as of such termination date (1/48ththe “Termination Date”) and that all unvested shares of the Option will terminate as of the Termination Date. You further agree that you may exercise the vested shares subject thereto on each monthly anniversary of January 1the Option only during the 90-day period following the Termination Date and you agree that the Option will terminate at the end of such period. The Option will otherwise be governed by the terms and conditions of the 1995 Plan and the applicable stock option agreement and grant notice. In addition, 2016. Notwithstanding you acknowledge and agree that as Executive Chairman of the foregoingBoard, if you are an “officer” of the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) 1995 Plan and, as of the Option and Executive’s employment is terminated by the Company without Cause (date you were elected as defined below) within three (3) months prior an officer, you ceased to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any thenbe a “Non-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (Employee Director” as defined in the 1995 Plan) prior to . Further, you acknowledge and agree that following the full vesting (or forfeiture) Consulting Period, if you resume the status of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any thena “Non-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (Employee Director” as defined in the 1995 Plan) prior , you will again be entitled to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, receive “Subsequent Grants,” but not an “Option Agreement”)Initial Grant,” under the 1995 Plan.

Stock Option. Subject Upon employment and subject to approval by of the Compensation Committee of the Board, Executive will receive a nonstatutory stock option entitling the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject purchase up to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan 2,000,000 shares (the “Plan”), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”)) of Common Stock of Parent, with an the exercise price equal to $1.12 per share, which is share of Common Stock underlying the Option equal to the fair market value of a share of Common Stock on the shares date of Company common grant. The Option shall (i) be granted subject to a standalone nonstatutory stock underlying option agreement pursuant to the NASDAQ inducement grant exception and shall be subject to the terms thereof (the “Option Agreement”), and (ii) be subject to the following vesting schedule as set forth in the Option Agreement: 25% of the Option will become vested and exercisable on first anniversary of Executive’s start date and the grant date. Subject balance will become vested and exercisable in equal monthly installments over the following thirty-six (36) months, subject to Executive’s continued continuous employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full such vesting (or forfeiture) of the Option date and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent accelerated vesting as follows: (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (ia) if the Company experiences a Change in Control receives tentative approval by the U.S. Food and Drug Administration (as defined in the Plan) prior to the full vesting (or forfeiture“FDA”) of the Option Company’s New Drug Application for LIQ861 prior to June 30, 2022, and Executive remains is actively employed by with the Company through at least immediately prior to on such Change in Controldate, fifty percent (50%) then 25% of any the then-unvested portion of the Option shall vest immediately prior to such Change in Control, become vested and exercisable as of the date of the FDA’s approval; and (iib) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) achieves commercial availability of the Option subcutaneous treprostinil product with cartridge supplies sufficient to support the market for one (1) year by December 31, 2021, and Executive’s employment Executive is terminated by actively employed with the Company without Cause within two (2) years following on such date, then 25% of the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full shall become vested and become exercisable upon the effectiveness as of the Release. Each Option will be subject in all respects date the Company can document by competent proof to the terms and conditions set forth Board of the achievement of such milestone. Notwithstanding the foregoing, in the Plan and event of a change in an award agreement to be entered into between control (as defined in the Company and Executive, which will evidence Option Agreement) then 100% of the grant unvested portion of the Option (eachshall become vested and exercisable as of the closing date of such change in control, an “Option Agreement”)provided that the Executive is actively employed with the Company on such date.