Common use of Term and Exercise of Option Clause in Contracts

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall vest and become exercisable in twenty percent (20%) annual increments beginning with the first anniversary of the Grant Date and continuing over the next four anniversaries thereof so long as the Optionee continues to serve as a member of the Board of Directors of the Company; provided further, however, that the Option shall become fully vested and exercisable thirty (30) days (or any earlier date determined by the Compensation Committee of the Company) prior to the effective date of any dissolution or liquidation of the Company or any merger or consolidation in which the Company is not the surviving entity. (b) Subject to Section 7 hereof, the Option may be exercised with respect to all or any portion of the vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise of all or any portion of the Option; (ii) payment to the Company of the Exercise Price, defined in Section 3 below, multiplied by the number of Shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) payment of all applicable withholding tax obligations (whether federal, state or local) imposed by reason of the exercise of the Option. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, the Company shall cause to be issued a certificate representing the Shares purchased. (c) The Purchase Price and all applicable withholding tax obligations shall be paid in full upon the exercise of an Option and no Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares purchased pursuant to the exercise of an Option and of any tax withholding obligations shall be made in cash or by certified check; by tendering shares of previously owned Common Stock held at least six (6) months; or, to the extent available, by a cashless exercise through a broker.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall vest and become This option may be exercised by the optionee at any time during the 0ption Period, as defined in Section 4 hereof which provides that none of the Options granted herein will be exercisable in twenty percent (20%) annual increments beginning until May 31, 2000. At that date, all of the options granted herein will then be exersisable unless the ootionee's employment with the first anniversary of the Grant Date and continuing over the next four anniversaries thereof so long as the Optionee continues to serve as a member of the Board of Directors of the Company; provided further, however, that the Option shall become fully vested and exercisable thirty (30) days (or any earlier date determined by the Compensation Committee of the Company) Company has terminated prior to May 31, 2000, in which event the effective number of options exercisable will be reduced by 416 shares for each month or part thereof between the date of any dissolution or liquidation termination and May 31, 2000. However, the intervenin death of the Company or any merger or consolidation in which the Company is not the surviving entity0ptionee before May 31, 2000 will remove this continued employment condition from all options granted herein. (b) Subject to Section 7 hereof, the Option may be exercised with respect to all or any the exercisable portion of the vested Shares thereof at any time during after May 31, 2000 and prior to the Option Period expiration date by the delivery to the Company, at its principal place of business, of of: (i) a written notice of exercise in substantially the form attached hereto as Exhibit 11 , which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (( 10) days prior to the date upon which Optionee desires to exercise of all or any a portion of the Option; 0ption; (ii) payment to the Company of the Exercise Price, defined in Section 3 below, ,multiplied by the number nurmber of Shares shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and and (iii) payment of all applicable withholding tax obligations obligations, if any, (whether federal, state or local) imposed by reason of the exercise of the Option. Upon acceptance receipt of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all any withholding tax obligationsobligations due, the Company shall cause to be issued a an unrestricted certificate representing the Shares purchased. (c) The Purchase Price and all applicable withholding tax obligations obligations, if any, shall be paid in full upon the exercise of an Option and no Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares purchased pursuant to the exercise of an Option and of any tax withholding obligations shall be made made: (i) in cash or by certified check; check;or (ii) by tendering delivery to the Company of a number of shares of previously common stock of the Company which have been owned Common Stock held by the optionee for at least six (6) monthsmonths prior to the date of the Option's exercise and which have a fair market value on the date of exercise, as determined by the Compensation Committee in its sole discretion, which is either equal to or which in combination with cash is equal to the purchase price; or (iii) by receipt of the purchase price in cash from a broker, dealer or other "creditor" as defined by Regulation "T" issued by the Board of Governors of the Federal Reserve System following delivery by the optionee to the extent availablecommittee of instructions regarding delivery to such broker, by a cashless exercise through a brokerdealer or other "creditor"of that number of shares of common stock with respect to which the Option is exercised.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall vest and become be exercisable during the Option Period (as defined in twenty percent (20%Section 4 hereof) annual increments beginning with only to the first anniversary extent of the Grant Date and continuing over number of Vested Shares determined pursuant to the next four anniversaries thereof so long vesting schedule attached hereto as the Optionee continues to serve as a member of the Board of Directors of the Company; provided furtherSchedule I, however, that the Option shall become fully vested and exercisable thirty (30) days (or any earlier date determined reduced by the Compensation Committee number of the Company) prior Vested Shares previously exercised pursuant to the effective date of any dissolution or liquidation of the Company or any merger or consolidation in which the Company is not the surviving entitythis Agreement. (b) Subject to Section 7 hereof, the The Option may be exercised with respect to all or any portion of the vested Vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise of all or any portion of the Option; (ii) payment to the Company of the Exercise Price, defined in Section 3 below, multiplied by the number of Shares shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) cash or a certified check representing payment of all applicable withholding tax obligations (whether federal, state or local) ), imposed by reason of the exercise of the Option, if any. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, if any, the Company shall cause to be issued a certificate representing the Shares shares of Common Stock purchased. (c) The Purchase Price and all applicable withholding tax obligations shall be paid in full upon the exercise of an Option and no Shares shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares shares of Common Stock purchased pursuant to the exercise of an Option and of any tax withholding obligations shall be made in cash or by certified check; check or, alternatively, as follows: i. by tendering delivery to the Company of a number of shares of previously owned Common Stock held which have been owned by the Optionee for at least six (6) monthsmonths prior to the date of the Option's exercise having a Fair Market Value on the date of exercise either equal to the Purchase Price or in combination with cash to equal the Purchase Price; or ii. if and when the Common Stock becomes traded by brokers, whether on a national securities exchange or otherwise, by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the extent availableCommittee of instructions in a form acceptable to the Committee regarding delivery to such broker, by a cashless exercise through a brokerdealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall vest and become be exercisable during the Option Period (as defined in twenty percent (20%Section 4 hereof) annual increments beginning with only to the first anniversary extent of the Grant Date and continuing over the next four anniversaries thereof so long as the Optionee continues to serve as a member number of the Board of Directors of the Company; provided further, however, that the Option shall become fully vested and exercisable thirty (30) days (or any earlier date Vested Shares determined by the Compensation Committee of the Company) prior pursuant to the effective date of any dissolution or liquidation of the Company or any merger or consolidation in which the Company is not the surviving entity.vesting schedule attached hereto as Schedule I. (b) Subject to Section 7 hereof, the The Option may be exercised with respect to all or any portion of the vested Vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise of all or any portion of the Option; (ii) payment to the Company of the Exercise Price, defined in Section 3 below, multiplied by the number of Shares shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) cash or a certified check representing payment of all applicable withholding tax obligations (whether federal, state or local) ), imposed by reason of the exercise of the Option, if any. Upon acceptance of such notice, receipt of payment in full of the Purchase PricePrice and, and if applicable, receipt of payment of all withholding tax obligations, the Company shall cause to be issued a certificate representing the Shares shares of Common Stock purchased. (c) The Purchase Price and all applicable withholding tax obligations shall be paid in full upon the exercise of an Option option and no Shares shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares shares of Common Stock purchased pursuant to the exercise of an Option and of any tax withholding obligations shall be made in cash or by certified check; check or, alternatively, as follows: (i) by tendering delivery to the Company of a number of shares of previously owned Common Stock held which have been owned by the Optionee for at least six (6) monthsmonths prior to the date of the Option's exercise, having a fair market value on the date of exercise, as determined by the Committee in its sole discretion, either equal to the Purchase Price or in combination with cash to equal the Purchase Price; or (ii) by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the extent availableCommittee of instructions in a form acceptable to the Committee regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised. (d) In lieu of paying the withholding tax obligation in cash or by certified check to the Company, as described in Subsection 2(b) hereof, Optionee may elect (i) to have the actual number of whole shares of Common Stock which, when multiplied by the fair market value of the Common Stock as of the date the Option is exercised, is sufficient to satisfy the amount of withholding tax; or (ii) to tender to the Company the smallest number of whole shares of Common Stock that have been owned by the Optionee for at least six months prior to the Tax Date (defined below) and that when multiplied by the fair market value of the shares of Common Stock determined as of the Tax Date (as defined below), is sufficient to satisfy federal, state and local, if any, withholding taxes arising from exercise of the option (a cashless exercise through "Withholding Election"). Optionee may make a brokerWithholding Election only if all of the following conditions are met: (i) the Withholding Election must be made no later than the date on which the amount of tax required to be withheld is determined (the "Tax Date") by executing and delivering to the Company a properly completed Notice of Tax Withholding in substantially the form of Exhibit 2 attached hereto; (ii) any Withholding Election is irrevocably given; and (iii) the Withholding Election is delivered to the Company sufficiently in advance of the Tax Date as necessary to satisfy the conditions of the exemption provided under Rule 16b-3 promulgated under the Securities Exchange Act of 1934. No Option to which any Withholding Election relates may be exercised prior to one year after the Company has been subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934 and has filed all reports and statements required to be filed pursuant to that Section during that year.

Term and Exercise of Option. Subject to the provisions of this Agreement: : (a) The Option shall vest and become This option may be exercised by the optionee at any time during the 0ption Period, as defined in Section 4 hereof which provides that none of the Options granted herein will be exercisable in twenty percent (20%) annual increments beginning until August 31 1997. At that date, all of the options granted herein will then be exersisable unless the ootionee's employment with the first anniversary Company has terminated prior to' p August 31, 1997, in which event the number of options exercisable will be reduced by 8,333 shares for each month or part thereof between the Grant Date and continuing over the next four anniversaries thereof so long as the Optionee continues to serve as a member of the Board of Directors of the Company; provided further, however, that the Option shall become fully vested and exercisable thirty (30) days (or any earlier date determined by the Compensation Committee of the Company) prior to the effective date of any dissolution or liquidation termination and August 31, 1997. However, the intervenin death of the Company or any merger or consolidation in which the Company is not the surviving entity0ptionee before August 31, 1997 will remove this continued employment condition from all options granted herein. (b) Subject to Section 7 hereof, the Option may be exercised with respect to all or any the exercisable portion of the vested Shares thereof at any time during after August 3 l, 1997 and prior to the Option Period expiration date by the delivery to the Company, at its principal place of business, of of: (i) a written notice of exercise in substantially the form attached hereto as Exhibit 11 , which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (( 10) days prior to the date upon which Optionee desires to exercise of all or any a portion of the Option; 0ption; (ii) payment to the Company of the Exercise Price, defined in Section 3 below, ,multiplied by the number nurmber of Shares shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and and (iii) payment of all applicable withholding tax obligations obligations, if any, (whether federal, state or local) imposed by reason of the exercise of the Option. Upon acceptance receipt of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all any withholding tax obligationsobligations due, the Company shall cause to be issued a an unrestricted certificate representing the Shares purchased. (c) The Purchase Price and all applicable withholding tax obligations obligations, if any, shall be paid in full upon the exercise of an Option and no Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares purchased pursuant to the exercise of an Option and of any tax withholding obligations shall be made made: (i) in cash or by certified check; check;or (ii) by tendering delivery to the Company of a number of shares of previously common stock of the Company which have been owned Common Stock held by the optionee for at least six (6) monthsmonths prior to the date of the Option's exercise and which have a fair market value on the date of exercise, as determined by the Compensation Committee in its sole discretion, which is either equal to or which in combination with cash is equal to the purchase price; or (iii) by receipt of the purchase price in cash from a broker, dealer or other "creditor" as defined by Regulation "T" issued by the Board of Governors of the Federal Reserve System following delivery by the optionee to the extent availablecommittee of instructions regarding delivery to such broker, by a cashless exercise through a brokerdealer or other "creditor"of that number of shares of common stock with respect to which the Option is exercised. .

Term and Exercise of Option. Subject (a) Optionee shall have the right to exercise the provisions of this AgreementOption as follows: (ai) The Option shall vest and become exercisable in as to twenty percent (20%) annual increments beginning with the first anniversary of the Grant Date Option Shares, from time to time during the period commencing on the date hereof and continuing over ending on the next four anniversaries thereof so long day ten (10) years from the date hereof, (ii) as the Optionee continues to serve as a member an additional twenty percent (20%) of the Board of Directors Option Shares, from time to time during the period commencing on the day one (1) year after the date hereof and ending on the day ten (10) years from the date hereof, (iii) as to an additional twenty percent (20%) of the Company; provided furtherOption Shares, however, that from time to time during the period commencing on the day two (2) years after the date hereof and ending on the day ten (10) years from the date hereof, (iv) as to an additional twenty percent (20%) of the Option shall become fully vested Shares, from time to time during the period commencing on the day three (3) years after the date hereof and exercisable thirty ending on the day ten (3010) days years from the date hereof, and (or any earlier date determined by v) as to the Compensation Committee remaining twenty percent (20%) of the CompanyOption Shares, from time to time during the period commencing on the day four (4) prior to years after the effective date of any dissolution or liquidation of hereof and ending on the Company or any merger or consolidation in which day ten (10) years from the Company is not the surviving entitydate hereof. (b) Subject to Section 7 hereof, the This Option may be exercised with respect to all or any portion of the vested Option Shares at any from time to time during the term of this Option Period as set forth in Section 2(a) by the delivery to the Company, at its principal place of businessbusiness in Huntsville, Alabama, of (i) a written notice specifying the number of exercise in substantially the form attached hereto as Exhibit 1Option Shares with respect to which it is being exercised, which written notice shall be actually delivered to the Company no earlier than thirty twenty-eight (3028) days and no later than ten fourteen (1014) days prior to the date upon which Optionee desires to exercise of all or any portion of the Option; , shall specify the date on which exercise shall take place, and shall be signed by the person who is to exercise the Option as provided herein and (ii) payment to the Company in cash of the Exercise Price, defined in Section 3 below, multiplied by the number of Shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) payment of all applicable withholding tax obligations (whether federal, state or local) imposed by reason purchase price. Upon receipt of the exercise of the Option. Upon acceptance of such notice, receipt of notice and payment in full of the Purchase Price, and receipt of payment of all withholding tax obligationsfull, the Company shall cause to be issued issue a certificate representing the Option Shares purchased. (c) The Purchase Price and all applicable withholding tax obligations Optionee, or personal representative of the Optionee pursuant to Section 4(b) below, shall have no rights as a stockholder with respect to any Option Shares until the issuance of a stock certificate to him for the shares. No adjustment shall be paid made for dividends (ordinary or extraordinary, whether in full upon the exercise of an cash, securities or other property) or distributions or other rights on or with respect to Option and no Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares purchased pursuant to this Option for which the record date is prior to the date of exercise hereof, except as provided in Section 5 below. (d) The Company shall not be required to sell or issue any shares pursuant to this Option if their sale or issuance shall constitute a violation by the Optionee or the Company of any provisions of any law or regulation of any governmental authority. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an this Option and or any issuance of shares pursuant thereto to comply with any law or regulation of any tax withholding obligations shall be made in cash or by certified check; by tendering shares of previously owned Common Stock held at least six (6) months; or, to the extent available, by a cashless exercise through a brokergovernmental authority.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall vest and become be exercisable during the Option Period (as defined in twenty percent (20%Section 4 hereof) annual increments beginning with only to the first anniversary extent of the Grant Date and continuing over the next four anniversaries thereof so long as the Optionee continues to serve as a member number of the Board of Directors of the Company; provided further, however, that the Option shall become fully vested and exercisable thirty (30) days (or any earlier date Vested Shares determined by the Compensation Committee of the Company) prior pursuant to the effective date of any dissolution or liquidation of the Company or any merger or consolidation in which the Company is not the surviving entity.vesting schedule attached hereto as Schedule I. (b) Subject to Section 7 hereof, the The Option may be exercised with respect to all or any portion of the vested Vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise of all or any portion of the Option; (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, multiplied by the number of Shares shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) a certified check representing payment of all applicable withholding tax obligations (whether federal, state or local) ), imposed by reason of the exercise of the Option. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, the Company shall cause to be issued a certificate representing the Shares shares of Common Stock so purchased. (c) The Purchase Price and all applicable withholding tax obligations shall be paid in full upon the exercise of an all or any portion of the Option and no Shares shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares shares of Common Stock purchased pursuant to the exercise of an all or any portion of the Option and of any tax withholding obligations shall be made in cash or, alternatively, in combination with any or all of the following: (i) by certified check; by tendering delivery to the Company of a number of shares of previously owned Common Stock held which have been owned by the Optionee for at least six months prior to the date of the Option's exercise, having a fair market value on the date of exercise, as determined by the Board of Directors in its sole discretion, either equal to the Purchase Price or, in combination with cash, equal to the Purchase Price; (6ii) monthsby receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Board of Directors of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised; or (iii) by such other consideration as the Board of Directors, to the extent availablein its sole discretion, by a cashless exercise through a brokerallows.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option term of this option shall vest and become exercisable in twenty percent (20%) annual increments beginning with the first anniversary of commence on the Grant Date set forth above and continuing over shall continue until the next four anniversaries thereof so long Expiration Date set forth above, unless earlier terminated as provided herein. (b) Unless the Optionee continues to serve as a member Compensation Committee of the Board of Directors of the Company; Company shall decide otherwise, and except as otherwise provided furtherherein, however, that this option will be exercisable in cumulative installments as follows: (i) None of the Option shall become fully vested and exercisable thirty Shares may be purchased prior to March 12, 2003; (30ii) days (or any earlier date determined by the Compensation Committee Up to 52,368 of the Company) prior to the effective date of any dissolution or liquidation of the Company or any merger or consolidation in which the Company is not the surviving entity. (b) Subject to Section 7 hereof, the Option Shares may be exercised with respect to all or any portion of the vested Shares purchased at any time during the Option Period by the delivery to the Companyafter March 11, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days 2003 and no later than ten (10) days prior to the date upon which Optionee desires to exercise termination of all or any portion of the Optionthis option; (ii) payment to the Company of the Exercise Price, defined in Section 3 below, multiplied by the number of Shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and and (iii) payment of all applicable withholding tax obligations (whether federal, state or local) imposed by reason This option shall become exercisable as to an additional 4,000 of the exercise Option Shares (less any shares previously purchased pursuant to this option) on the 12th day of each successive calendar month, through December 12, 2003, following the date set forth in paragraph 2(b)(ii) above and prior to termination of this option; (iv) This option shall become exercisable as to an additional 3,270 of the Option. Upon acceptance Option Shares (less any shares previously purchased pursuant to this option) on the 12th day of such notice, receipt each successive calendar month from January 2004 through December 2004 and prior to termination of payment in full this option; (v) This option shall become exercisable as to an additional 2,893 of the Purchase Price, Option Shares (less any shares previously purchased pursuant to this option) on the 12th day of each successive calendar month from January 2005 through December 2005 and receipt prior to termination of payment this option; (vi) This option shall become exercisable as to an additional 892 of all withholding tax obligations, the Company shall cause Option Shares (less any shares previously purchased pursuant to be issued a certificate representing this option) on the Shares purchased.12th day of each successive calendar month from January 2006 through March 2006 and prior to termination of this option; (c) The Purchase Price and all applicable withholding tax obligations To exercise this option, the Optionee shall be paid in full upon the exercise of an Option and no Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares purchased pursuant give written notice to the exercise of an Option and of any tax withholding obligations shall be made Company in cash or by certified check; by tendering shares of previously owned Common Stock held at least six (6) months; orthe form attached as Exhibit A, to the extent availableattention of its Chief Financial Officer or other designated agent, by and shall deliver payment in full for the Option Shares with respect to which this option is then being exercised, as provided in paragraph 4(b) below. (d) Neither the Optionee nor the Optionee’s heirs or legal representatives, as the case may be, will be, or will be deemed to be, a cashless exercise through a brokerholder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued to the Optionee or the Optionee’s heirs or legal representatives under the terms of the Option Plan.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option granted hereby shall vest on a calendar quarterly basis in equal shares of 62,500 beginning June 30, 2009 through March 31, 2012. This Option may be exercised in whole or in part as to vested shares at any time through June __, 2019 (the “Expiration Date”) by Holder’s presentation of this Option, with the Exercise Form attached hereto duly executed, at Network-1’s office (or such office or agent of Network-1 as it may designate in writing to the Holder hereof by notice pursuant to Section 13 hereof), specifying the number of Option Shares as to which the Option is being exercised. (b) In the event of (i) a “change of control” (as hereinafter defined) of Network-1 at any time prior to the Expiration Date, this Option may, from and become exercisable after such date, and notwithstanding paragraph 2(a) hereof, be exercised for up to 100% of the total number of shares then subject to the Option minus the number of shares previously purchased upon exercise of the Option (as adjusted for any changes in twenty the outstanding Common Stock by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Board of Directors deems in its sole discretion to be similar circumstances). (c) A “Change of Control” shall be deemed to have occurred upon the happening of any of the following events: (i) the shareholders of Network-1 approve a merger of consolidation of Network-1 with any other entity, other than a merger or consolidation which would result in the voting securities of Network-1 outstanding immediately prior thereto continuing to represent more than fifty percent (2050%) annual increments beginning with the first anniversary of the Grant Date and continuing over total voting power represented by the next four anniversaries thereof so long as voting securities of Network-1 or such surviving entity outstanding immediately after such merger or consolidation, or the Optionee continues shareholders of Network-1 approve a plan of complete liquidation of Network-1 or consummate the sale or disposition by Network-1 of all or substantially all of Network-1’s assets (other than to serve as a member subsidiary or subsidiaries) or (ii) any other event deemed to constitute a “Change of Control” by the Compensation Committee or the Board of Directors of the Company; provided further, however, that the Option shall become fully vested and exercisable thirty (30) days (or any earlier date determined by the Compensation Committee of the Company) prior to the effective date of any dissolution or liquidation of the Company or any merger or consolidation in which the Company is not the surviving entityNetwork-1. (b) Subject to Section 7 hereof, the Option may be exercised with respect to all or any portion of the vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise of all or any portion of the Option; (ii) payment to the Company of the Exercise Price, defined in Section 3 below, multiplied by the number of Shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) payment of all applicable withholding tax obligations (whether federal, state or local) imposed by reason of the exercise of the Option. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, the Company shall cause to be issued a certificate representing the Shares purchased. (c) The Purchase Price and all applicable withholding tax obligations shall be paid in full upon the exercise of an Option and no Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares purchased pursuant to the exercise of an Option and of any tax withholding obligations shall be made in cash or by certified check; by tendering shares of previously owned Common Stock held at least six (6) months; or, to the extent available, by a cashless exercise through a broker.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall vest and become be exercisable during the Option Period (as defined in twenty percent (20%Section 4 hereof) annual increments beginning with only to the first anniversary extent of the Grant Date and continuing over number of Vested Shares determined pursuant to the next four anniversaries thereof so long vesting schedule attached hereto as the Optionee continues to serve as a member of the Board of Directors of the Company; provided furtherSchedule I, however, that the Option shall become fully vested and exercisable thirty (30) days (or any earlier date determined reduced by the Compensation Committee number of the Company) prior Vested Shares previously exercised pursuant to the effective date of any dissolution or liquidation of the Company or any merger or consolidation in which the Company is not the surviving entitythis Agreement. (b) Subject to Section 7 hereof, the The Option may be exercised with respect to all or any portion of the vested Vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise of all or any portion of the Option; (ii) payment to the Company of the Exercise Price, defined in Section 3 below, multiplied by MULTIPLIED BY the number of Shares shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; , and (iii) cash or a certified check representing payment of all applicable withholding tax obligations (whether federal, state or local) ), imposed by reason of the exercise of the Option, if any. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, if any, the Company shall cause to be issued a certificate representing the Shares shares of Common Stock purchased. (c) The Purchase Price and all applicable withholding tax obligations shall be paid in full upon the exercise of an Option and no Shares shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares shares of Common Stock purchased pursuant to the exercise of an Option and of any tax withholding obligations shall be made in cash or by certified check; check or, alternatively, as follows: (i) by tendering delivery to the Company of a number of shares of previously owned Common Stock held which have been owned by the Optionee for at least six (6) monthsmonths prior to the date of the Option's exercise having a Fair Market Value on the date of exercise either equal to the Purchase Price or in combination with cash to equal the Purchase Price; or (ii) if and when the Common Stock becomes traded by brokers, whether on a national securities exchange or otherwise, by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the extent availableCommittee of instructions in a form acceptable to the Committee regarding delivery to such broker, by a cashless exercise through a brokerdealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall vest and become exercisable in twenty percent (20%) annual increments beginning with the first anniversary of the Grant Date and continuing over the next four anniversaries thereof so long as the Optionee continues to serve as a member of the Board of Directors of the Company; provided further, however, that the Option shall become fully vested and exercisable thirty (30) days (or any earlier date determined by the Compensation Committee of the Company) prior to the effective date of any dissolution or liquidation of the Company or any merger or consolidation in which the Company is not the surviving entity. (b) Subject to Section 7 hereof, the this Option may be exercised with respect for up to the number of Optioned Shares (subject to adjustment as provided in Section hereof) by you on or prior to May 23, 2013 ("Last Exercise Date") at an initial exercise price (the "Exercise Price") of $1.81 per share (subject to adjustment as provided in Section 7 hereof) and all or as subject to the Plan and this Agreement. The Holder may exercise this Option at any time after the date of this Agreement. Any portion of the vested Shares at Option that you do not exercise shall accumulate and can be exercised by you any time during the Option Period by the delivery prior to the CompanyLast Exercise Date. You may not exercise your Option to purchase a fractional share or fewer than 100 shares, at its principal place and you may only exercise your Option by purchasing shares in increments of business, 100 shares unless the remaining shares purchasable are less than 100 shares. This Option may be exercised by delivering to the Secretary of the Company (i) a written notice Notice of exercise Intention to Exercise in substantially the form attached hereto as Exhibit 1A signed by you and specifying the number of Optioned Shares you desire to purchase, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise of all or any portion of the Option; (ii) payment to the Company payment, in full, of the Exercise PricePrice for all such Optioned Shares in cash, defined in Section 3 belowcertified check, multiplied surrender of shares of Common Stock of the Company having a value equal to the exercise price of the Optioned Shares as to which you are exercising this Option, provided that such surrendered shares, if previously acquired by exercise of a Company stock option, have been held by you at least six months prior to their surrender, or by means of a brokered cashless exercise. As a holder of an option, you shall have the number rights of a shareholder with respect to the Optioned Shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) payment of all applicable withholding tax obligations (whether federal, state or local) imposed by reason of only after they shall have been issued to you upon the exercise of the this Option. Upon acceptance Subject to the terms and provisions of such notice, receipt of payment in full of this Agreement and the Purchase Price, and receipt of payment of all withholding tax obligationsPlan, the Company shall use its best efforts to cause the Optioned Shares to be issued a certificate representing the Shares purchasedas promptly as practicable after receipt of your Notice of Intention to Exercise. (c) The Purchase Price and all applicable withholding tax obligations shall be paid in full upon the exercise of an Option and no Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares purchased pursuant to the exercise of an Option and of any tax withholding obligations shall be made in cash or by certified check; by tendering shares of previously owned Common Stock held at least six (6) months; or, to the extent available, by a cashless exercise through a broker.

Term and Exercise of Option. Subject to the provisions of this Agreement: : (a) The Option shall vest and become This option may be exercised by the optionee at any time during the 0ption Period, as defined in Section 4 hereof which provides that none of the Options granted herein will be exercisable in twenty percent (20%) annual increments beginning until August 31 1997. At that date, all of the options granted herein will then be exersisable unless the optionee's employment with the first anniversary Company has terminated prior to' p August 31, 1997, in which event the number of options exercisable will be reduced by 8,333 shares for each month or part thereof between the Grant Date and continuing over the next four anniversaries thereof so long as the Optionee continues to serve as a member of the Board of Directors of the Company; provided further, however, that the Option shall become fully vested and exercisable thirty (30) days (or any earlier date determined by the Compensation Committee of the Company) prior to the effective date of any dissolution or liquidation termination and August 31, 1997. However, the intervenin death of the Company or any merger or consolidation in which the Company is not the surviving entity0ptionee before August 31, 1997 will remove this continued employment condition from all options granted herein. (b) Subject to Section 7 hereof, the Option may be exercised with respect to all or any the exercisable portion of the vested Shares thereof at any time during after August 3 l, 1997 and prior to the Option Period expiration date by the delivery to the Company, at its principal place of business, of of: (i) a written notice of exercise in substantially the form attached hereto as Exhibit 11 , which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (( 10) days prior to the date upon which Optionee desires to exercise of all or any a portion of the Option; 0ption; (ii) payment to the Company of the Exercise Price, defined in Section 3 below, ,multiplied by the number nurmber of Shares shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and and (iii) payment of all applicable withholding tax obligations obligations, if any, (whether federal, state or local) imposed by reason of the exercise of the Option. Upon acceptance receipt of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all any withholding tax obligationsobligations due, the Company shall cause to be issued a an unrestricted certificate representing the Shares purchased. (c) The Purchase Price and all applicable withholding tax obligations obligations, if any, shall be paid in full upon the exercise of an Option and no Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all Shares purchased pursuant to the exercise of an Option and of any tax withholding obligations shall be made made: (i) in cash or by certified check; check;or (ii) by tendering delivery to the Company of a number of shares of previously common stock of the Company which have been owned Common Stock held by the optionee for at least six (6) monthsmonths prior to the date of the Option's exercise and which have a fair market value on the date of exercise, as determined by the Compensation Committee in its sole discretion, which is either equal to or which in combination with cash is equal to the purchase price; or (iii) by receipt of the purchase price in cash from a broker, dealer or other "creditor" as defined by Regulation "T" issued by the Board of Governors of the Federal Reserve System following delivery by the optionee to the extent availablecommittee of instructions regarding delivery to such broker, by a cashless exercise through a brokerdealer or other "creditor"of that number of shares of common stock with respect to which the Option is exercised. .