Common use of Term of Option Clause in Contracts

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option option shall terminate ten (10insert term) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, director or consultant of the Company or of an Affiliate (for but in any reason other event not later than the death or Disability of date on which the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafteroption terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under the Plan has become exercisable accrued and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event that the Participant’s employment, directorship or consultancy Grantee is terminated by for cause or voluntarily terminates without the Company or an Affiliate for “cause” consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, determined by the Board of Directors of the Company determines thator the Compensation and Stock Option Committee of the Company, either prior or subsequent as the case may be, and as to the Participant’s termination, fact and date of which the Participant engaged in conduct which would constitute “cause,” then Grantee is notified by the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantBoard or that Committee, as determined the case may be, in accordance with the Planwriting), the Option shall be exercisable within one (1) year after the Participant’s termination date of service orsuch disability, if earlier, within but in any event not later than the term originally prescribed by date on which the Optionoption terminates under this Agreement. In such event, the Option shall be exercisable:exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreement

Term of Option. The Option option shall terminate ten (10insert term) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Participant Grantee ceases to be an employee, director or consultant of employed by the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, or voluntary termination by the death or Disability Grantee without the consent of the Participant or termination of the Participant for “cause” (as defined in the Plan))Company, the Option may be exercised, if it has not previously terminated, exercised at any time within three (3) months after the date the Participant Grantee ceases to be an employee, director or consultant of but in any event not later than the Company or an Affiliate, or within date on which the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterOption terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under this Agreement and the Plan has become exercisable vested and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event of termination of employment due to disability of the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” Grantee (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, determined by the Board of Directors of the Company determines thator the Compensation and Stock Option Committee of the Company, either prior or subsequent as the case may be, and as to the Participant’s termination, fact and date of which the Participant engaged in conduct which would constitute “cause,” then Grantee is notified by the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantBoard or that Committee, as determined the case may be, in accordance with the Planwriting), the Option shall be exercisable within one (1) year after the Participant’s date of such termination of service oremployment, if earlier, within but in any event not later than the term originally prescribed by date on which the OptionOption terminates under this Agreement. In such event, the Option shall be exercisable:exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement.

Term of Option. The Option option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, director or consultant of the Company or of an Affiliate (for but in any reason other event not later than the death or Disability of date on which the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafteroption terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under the Plan has become exercisable accrued and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event that the Participant’s employment, directorship or consultancy Grantee is terminated by for cause or voluntarily terminates without the Company or an Affiliate for “cause” consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of Disability of the Grantee (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, determined by the Board of Directors of the Company determines thator the 1997 Stock Option Plan Committee of the Company, either prior or subsequent as the case may be, and as to the Participant’s termination, fact and date of which the Participant engaged in conduct which would constitute “cause,” then Grantee is notified by the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantBoard or that Committee, as determined the case may be, in accordance with the Planwriting), the Option shall be exercisable within one (1) year after the Participant’s termination date of service orsuch Disability, if earlier, within but in any event not later than the term originally prescribed by date on which the Optionoption terminates under this Agreement. In such event, the Option shall be exercisable:exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes Disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreement

Term of Option. The Option shall terminate on ten (10) years from the date of this Agreementhereof (i.e., April 4, 2015), but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Grantee ceases to be perform services as an employee, director or consultant of employee for the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or death, disability, termination of the Participant services as an employee for “cause” "Cause" (as defined in the Plan))) or voluntary termination of services as a employee, the Option may be exercised, if it has not previously terminated, exercised within three ninety (390) months days after the date the Participant Grantee ceases to be provide services as an employee, director or consultant of employee to the Company or an AffiliateCompany, or within Ten (10) years from the originally prescribed term of the Optiondate hereof, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under the Plan has become exercisable accrued and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Optionservices as an employee. In the event the Participant’s employment, directorship or consultancy is Grantee's services as an employee are terminated by the Company or an Affiliate for “cause” "Cause" (as defined in the Plan), or voluntarily by the Participant’s Grantee, the Grantee's right to exercise any unexercised portion of this Option shall cease as of such terminationforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, Grantee (as determined by the Board of Directors of the Company and as to the fact and date of which the Grantee is notified by the Board in accordance with the Planwriting), the Option shall be exercisable within one (1) year after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by term of the Option. In such event, the Option shall be exercisable:exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes Disabled and is in effect as of such determination date. In the event of the death of the Grantee while performing services as an employee to the Company or within thirty (30) days after the termination of services as an employee (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within three (3) months after the date of death of the Grantee or, if earlier, within the originally prescribed term of the Option.

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option option shall terminate ten five (105) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Grantee ceases to be employed by the Company or a subsidiary thereof for any reason other than death, Disability, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised within thirty (30) days after the date the Grantee ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within five (5) years from the originally prescribed term granting of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Option Shares under the Plan has become exercisable accrued and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Grantee's employment is terminated by the Company or an Affiliate a subsidiary thereof for “"cause” " (as defined in the Plan), or voluntarily by the Participant’s Grantee without the consent of the Company, the Grantee's right to exercise any unexercised portion of this Option shall cease as of such terminationforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantGrantee (as determined by the Board of Directors of the Company or the 1994 Stock Option Plan Committee of the Company, as determined the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in accordance with the Planwriting), the Option shall be exercisable within one thirty (130) year days after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by the Optionthis Agreement. In such event, the Option shall be exercisable:exercisable to the extent that the right to purchase the Option Shares hereunder has accrued on the date the Grantee becomes Disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or a subsidiary thereof, within thirty days after the termination of employment (other than termination for cause or without consent of the Company) the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee or, if earlier, within the originally prescribed term of the Option.

Term of Option. The This Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan))Cause, the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancyservice. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancyservice, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyservice, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)Cause, the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of such terminationthe time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) have a term of 10 years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. If The Option shall automatically terminate upon the Participant ceases to be an employee, director or consultant happening of the first of the following events: The 91st day following the date the Grantee is no longer employed by, or providing service to, the Company or of an Affiliate (and any Affiliate, if the termination is for any reason other than the Disability, death or Disability Cause. The 1st anniversary of the Participant date the Grantee is no longer employed by, or providing service to, the Company and any Affiliate on account of the Grantee’s death or Disability. The date on which the Grantee ceases to be employed by, or provide service to, the Company and any Affiliate for Cause. Notwithstanding the prior provisions of this Paragraph 4, if the Grantee engages in conduct that constitutes Cause at any time while the Grantee is employed by, or provides service to, the Company and any Affiliate or after the Grantee’s termination of the Participant for “cause” (as defined in the Plan))employment or service, the Option may be exercisedshall immediately terminate, if it and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not previously terminatedyet delivered the Share certificates, within three (3) months after upon refund by the date the Participant ceases to be an employee, director or consultant Company of the Company or an Affiliate, or within Exercise Price paid by the originally prescribed term Grantee for such Shares. Upon any exercise of the Option, whichever is earlierthe Company may withhold delivery of Share certificates pending resolution of an inquiry that could lead to a finding resulting in forfeiture. The date of cancellation, but may not be exercised thereafter. In such eventtermination, or expiration of the Option shall be exercisable only pursuant to action taken by the extent that Compensation Committee in accordance with Sections 13, 16 or 17 of the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancyPlan. Notwithstanding the foregoing, in the no event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year be exercised after the date that is immediately before the 10th anniversary of the Participant’s termination Date of employmentGrant; provided however, directorship or consultancy, but in no the event after that on the date of expiration last business day of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” Option (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to i) the exercise of the OptionOption is prohibited by applicable law or (ii) Shares may not be purchased or sold by the Grantee due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the Board term of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. Any portion of the Option that is not exercisable within one (1) year after at the Participant’s termination of time the Grantee ceases to be employed by, or provide service or, if earlier, within the term originally prescribed by the Option. In such eventto, the Option Company and any Affiliate shall be exercisable:immediately terminate.

Term of Option. The Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” Cause (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan)Cause, the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such terminationthe time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” Cause, then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable as set forth above and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, directorship this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” ”, (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this its Option shall cease immediately as of such terminationthe time the Employee is notified his or her employment is terminated for “cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” ”, then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment by the Employee’s employer for “causeCause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “causeCause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “causeCause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable to the extent not exercised as of the date of Disability within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such eventthe event of the death of the Employee while an employee of the Company or of an Affiliate, the Option shall be exercisable:exercisable to the extent not exercised as of the date of death by the Employee’s Survivors within one (1) year after the date of death of the Employee or, if earlier, within the originally prescribed term of the Option.

Term of Option. The This Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, directorship this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” Cause (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” Cause (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such terminationthe time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” Cause, then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of by the Participant Employee's employer for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three one (31) months month after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or Employee's death within three one (31) months month after the termination of employment, directorship the Employee's legal representatives and/or any person or consultancy, persons who acquired the Participant Employee's rights to the Option by will or by the Participant’s Survivors laws of descent and distribution may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyEmployee's death, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate Employee's employer for “"cause” " (as defined in the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease as of such terminationforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately forthwith cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Participant, or termination of the Participant for Cause (the “cause” (as defined in the Plan)Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised, if it has not previously terminated, exercised within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an AffiliateTermination Date, or within on or prior to the originally prescribed term of Option Expiration Date as specified in the OptionStock Option Grant Notice, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable only and shall expire and be cancelled on the Termination Date. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an Employee of the Company or of an Affiliate but continues after termination of employment to provide service to the extent that Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option has become exercisable shall automatically convert and is in effect at be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant’s employment and this Option shall continue on the same terms and conditions set forth herein until such cessation of employment, directorship Participant is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancyTermination Date, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyTermination Date, but in no event after the date of expiration of Option Expiration Date as specified in the term of the OptionStock Option Grant Notice. In the event the Participant’s employment, directorship or consultancy service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of such terminationthe time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, within on or prior to the term originally prescribed by Option Expiration Date as specified in the OptionStock Option Grant Notice. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10insert term) years from the date of this Agreement, but shall be subject to earlier termination immediately and without further notice (i) if the Fair Market Value of a share of Common Stock for five (5) consecutive Business Days is below $(insert barrier price) or (ii) as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Participant Grantee ceases to be an employee, director or consultant of employed by the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, or voluntary termination by the death or Disability Grantee without the consent of the Participant or termination of the Participant for “cause” (as defined in the Plan))Company, the Option may be exercised, if it has not previously terminated, exercised at any time within three (3) months after the date the Participant Grantee ceases to be an employee, director or consultant of but in any event not later than the Company or an Affiliate, or within date on which the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterOption terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under this Agreement and the Plan has become exercisable vested and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event of termination of employment due to disability of the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” Grantee (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, determined by the Board of Directors of the Company determines thator the Compensation and Stock Option Committee of the Company, either prior or subsequent as the case may be, and as to the Participant’s termination, fact and date of which the Participant engaged in conduct which would constitute “cause,” then Grantee is notified by the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantBoard or that Committee, as determined the case may be, in accordance with the Planwriting), the Option shall be exercisable within one (1) year after the Participant’s date of such termination of service oremployment, if earlier, within but in any event not later than the term originally prescribed by date on which the OptionOption terminates under this Agreement. In such event, the Option shall be exercisable:exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement.

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee's employment for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Employee's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the Participant’s Employee's Survivors may exercise the Option within one (1) year after the date of the Participant’s Employee's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate Employee's employer for “"cause” " (as defined in the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s Employee's termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three twelve (312) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three twelve (312) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option option shall terminate ten (10insert term) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, director or consultant of the Company or of an Affiliate (for but in any reason other event not later than the death or Disability of date on which the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafteroption terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under the Plan has become exercisable accrued and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event that the Participant’s employment, directorship or consultancy Grantee is terminated by for cause or voluntarily terminates without the Company or an Affiliate for “cause” consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of Disability of the Grantee (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, determined by the Board of Directors of the Company determines thator the 1997 Stock Option Plan Committee of the Company, either prior or subsequent as the case may be, and as to the Participant’s termination, fact and date of which the Participant engaged in conduct which would constitute “cause,” then Grantee is notified by the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantBoard or that Committee, as determined the case may be, in accordance with the Planwriting), the Option shall be exercisable within one (1) year after the Participant’s termination date of service orsuch Disability, if earlier, within but in any event not later than the term originally prescribed by date on which the Optionoption terminates under this Agreement. In such event, the Option shall be exercisable:exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes Disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreement

Term of Option. The Option shall terminate ten (10) seven years from after the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s 's Survivors may exercise the Option within one (1) year after the date of the Participant’s 's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s 's employment, directorship or consultancy is terminated by the Company or an Affiliate for “"cause” " (as defined in the Plan), the Participant’s 's right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute “"cause,” " then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s 's termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (six years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)”), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, directorship this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan)”, the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreementexpire on _____________, but shall be subject to unless earlier termination terminated as provided herein or in the Plan. If Except as provided in the Participant ceases to be an employeefollowing provisions of this section, director or consultant in any employment agreement between the Company and the Grantee that is consistent with the provisions of the Company or of an Affiliate (for any Plan, in the event that the Grantee's employment is terminated by reason other than the death or Disability of the Participant Grantee's death, disability (as determined by the Company), or termination of the Participant for “cause” Normal Retirement (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become it was exercisable and is in effect at the date time of such cessation termination, may be exercised at any time within a period of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of termination or the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the stated term of the Option, whichever is shorter; provided, however, that if the Grantee's employment is terminated by reason of disability or Normal Retirement and the Grantee dies within such specified period, then the Option, to the extent it was exercisable at the time of death, may be exercised for a period of one year from the date of death or the expiration of the stated term of the Option, whichever is shorter. In the event that the Participant’s employment, directorship or consultancy Grantee's employment is terminated other than by reason of death, disability or Normal Retirement, the Company Option shall thereupon automatically terminate, except that (i) if the termination occurs as a result of the Grantee's voluntary resignation, the Option, to the it was extent exercisable at the time of termination, shall be exercisable for a period of thirty (30) days from termination or an Affiliate for “cause” the expiration of the stated term of the Option, whichever is shorter, and (ii) if the Grantee's employment is involuntarily terminated without Cause (as defined in the PlanGrantee's employment agreement), the Participant’s right Option may be exercised, to exercise any unexercised portion the extent it was exercisable on the date of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to for a period of six months or until the contrary, if subsequent to expiration of the Participant’s termination, but prior to the exercise stated term of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:whichever is shorter.

Term of Option. The Option shall terminate ten five (5) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)Plan and/or the Employee’s employment agreement with the Company, if any), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the PlanPlan and/or the Employee’s employment agreement with the Company, if any), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The No portion of this Option shall terminate may be exercised more than ten (10) years from the date of this Agreement, but shall be subject . Subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoingSection 1.3.2 hereof, in the event of Termination of Employment with respect to Optionee, this Option shall be cancelled as to any unvested Shares as provided in Section 1.3.1, and shall terminate and be cancelled with respect to any vested Shares on the Participant’s Disability earlier of (i) the expiration of the ten (10) year period set forth in the first sentence of this Section 1.4, or death within three (3ii) thirty (30) days after such Termination of Employment (or six (6) months after in the case of such termination as a result of employmentOptionee's disability or death); provided, directorship or consultancyhowever, the Participant or the Participant’s Survivors may exercise the if Optionee's Termination of Employment is with Cause, this entire Option within one (1) year after shall be cancelled and terminated as of the date of the Participant’s such termination and shall no longer be exercisable as to any Shares, whether or not previously vested. For purposes of employmentthis Agreement, directorship or consultancy, but in no event after the date of expiration of the "Cause" shall mean (i) as such term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)employment agreement between the Optionee and the Company and (ii) if no such employment agreement exists, any of the Participant’s right to exercise any unexercised portion following acts or circumstances: (a) willful destruction by Optionee of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein Company property having a material value to the contraryCompany; (b) fraud, if subsequent embezzlement, theft, or comparable dishonest activity committed by Optionee (excluding acts involving a de minimis dollar value and not related to the Participant’s terminationCompany); (c) Optionee's conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any misdemeanor involving fraud, but prior dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to the exercise Company); (d) Optionee's breach, neglect, refusal, or failure to materially discharge Optionee's duties (other than due to physical or mental illness) commensurate with Optionee's title and function or Optionee's failure to comply with the lawful directions of the Option, the Board of Directors or the Chief Executive Officer of the Company determines thatCompany, either prior in any such case that is not cured within fifteen (15) days after Optionee has received written notice thereof from the Board of Directors or subsequent the Chief Executive Officer of the Company; or (e) a willful and knowing material misrepresentation to the Participant’s termination, Board of Directors or the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event Chief Executive Officer of the Disability Company. For purposes of this Agreement, "Good Reason" shall mean (i) the Participant, as determined transfer of Optionee's principal place of employment to a geographic location more than 30 miles from the location of Optionee's current principal place of employment; or (ii) a reduction in accordance Optionee's gross annual base compensation (excluding any year-end or other bonuses) except if such reduction is pursuant to an agreement with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination Optionee in consideration of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:an additional award of options.

Term of Option. The term of the Option shall terminate ten (10) years from commence on the date hereof and all rights to purchase shares hereunder shall cease at 11:59 p.m. on the day before the tenth (10th) anniversary of this Agreementthe date hereof, but shall be subject to earlier termination as provided herein or herein. Except as may otherwise be provided in this Agreement, options granted hereunder may be exercised cumulatively as follows: [TO BE COMPLETED ON A CASE BY CASE BASIS] For the Plan. If purposes of this Agreement, the Participant ceases Optionee shall be deemed to be an employeea "Service Provider" to the Company for so long as the Optionee is employed by, acts as a non-employee director of or consultant to the Company, or a parent or subsidiary of the Company, or a corporation or a parent or subsidiary of a corporation issuing or assuming an option to which Section 424(a) of the Internal Revenue Code of 1986, as amended, applies. A leave of absence (regardless of the reason therefor) shall be deemed to constitute the cessation of Service Provider status as of the commencement date of the leave, unless such leave is authorized by the Company in writing and the Optionee recommences providing services prior to the expiration date of such leave. Accordingly, the Optionee shall receive credit as a Service Provider to the Company during a leave of absence only if the leave is authorized by the Company and the Optionee recommences providing services on or prior to the expiration date of the leave. All Shares as to which the Option may have been exercised shall, however, continue to be subject to the right of first refusal of the Company or of an Affiliate (for any reason other than the death or Disability and its assignees under Paragraph 8. The purchase price of the Participant or termination Shares as to which the Option shall be exercised shall be paid in full at the time of the Participant for “cause” (exercise, as defined provided in the Plan))Paragraph 10 below. Except as provided in Paragraph 5 hereof, the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such eventat any time unless the Optionee shall have been continuously, from the Option shall be exercisable only date hereof to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, a Service Provider to the Board Company. The holder of Directors the Option shall not have any of the rights of a shareholder with respect to the Shares covered by the Option as to any Shares of Common Stock not actually issued and delivered to Optionee. In the event that the Company at any time proposes to sell substantially all of its assets, merge into, consolidate with or to enter into any other reorganization in which the Company is not the surviving corporation, or if the Company is the surviving corporation and the ownership of the outstanding capital stock of the Company determines thatfollowing the transaction changes by 80% or more as a result of such transaction (collectively, either prior or subsequent a "Transaction"), then the Company shall cause written notice of the proposed transaction to be given to the Participant’s terminationOptionee not less than thirty (30) days prior to the anticipated effective date of the proposed transaction, and any portion of the Participant engaged in conduct Option which would constitute “cause,” then is exercisable within one year after the Participant effective date of the proposed transaction shall immediately cease to be accelerated and, concurrent with such effective date, Optionee shall have any the right to exercise the Option and in respect to any shares which, giving effect to the partial acceleration effected hereby, are then subject to purchase pursuant to this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:Paragraph 3.

Term of Option. The This Option shall terminate ten (10) years from on the date of this AgreementOption Expiration Date as specified in the Recapitalization Exchange Option Grant Notice, but shall be subject to earlier termination as provided herein or in the Planherein. If the Participant ceases to be an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Participant, or termination of the Participant for Cause (the “cause” (as defined in the Plan)Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 4 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised, if it has not previously terminated, exercised within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an AffiliateTermination Date, or within on or prior to the originally prescribed term of Option Expiration Date as specified in the OptionRecapitalization Exchange Option Grant Notice, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable only and shall expire and be cancelled on the Termination Date. If this Option is designated in the Recapitalization Exchange Option Grant Notice as an ISO and the Participant ceases to be an Employee of the Company or of an Affiliate but continues after termination of employment to provide service to the extent that Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 4 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option has become exercisable shall automatically convert and is in effect at be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein until such cessation of employment, directorship Participant is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancyTermination Date, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyTermination Date, but in no event after the date of expiration of Option Expiration Date as specified in the term of the OptionRecapitalization Exchange Option Grant Notice. In the event the Participant’s employment, directorship or consultancy service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of such terminationthe time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, within on or prior to the term originally prescribed by Option Expiration Date as specified in the OptionRecapitalization Exchange Option Grant Notice. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee's employment for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Employee's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the Participant’s Employee's Survivors may exercise the Option within one (1) year after the date of the Participant’s Employee's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate Employee's employer for “"cause” " (as defined in the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s Employee's termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee's employment for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, directorship this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Employee's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the Participant’s Employee's Survivors may exercise the Option within one (1) year after the date of the Participant’s Employee's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate Employee's employer for “"cause” " (as defined in the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to 3 the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s Employee's termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Participant, or termination of the Participant for Cause (the “cause” (as defined in the Plan)Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised, if it has not previously terminated, exercised within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an AffiliateTermination Date, or within on or prior to the originally prescribed term of Option Expiration Date as specified in the OptionStock Option Grant Notice, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable only and shall expire and be cancelled on the Termination Date. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an Employee of the Company or of an Affiliate but continues after termination of employment to provide service to the extent that Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option has become exercisable shall automatically convert and is in effect at be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein until such cessation of employment, directorship Participant is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancyTermination Date, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyTermination Date, but in no event after the date of expiration of Option Expiration Date as specified in the term of the OptionStock Option Grant Notice. In the event the Participant’s employment, directorship or consultancy service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of such terminationthe time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, within on or prior to the term originally prescribed Option Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable: to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of the death of the Participant while an Employee, director or Consultant of the Company or of an Affiliate, the Option shall be exercisable by the OptionParticipant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee's employment for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or Employee's death within three (3) months after the termination of employment, directorship the Employee's legal representatives and/or any person or consultancy, persons who acquired the Participant Employee's rights to the Option by will or by the Participant’s Survivors laws of descent and distribution may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyEmployee's death, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate for “"cause” " (as defined in the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease as of such terminationforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, Employee's termination as an employee but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately forthwith cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an 2 employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s 's Survivors may exercise the Option within one (1) year after the date of the Participant’s 's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s 's employment, directorship or consultancy is terminated by the Company or an Affiliate for “"cause” " (as defined in the Plan), the Participant’s 's right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute “"cause,” " then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s 's termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Participant, or termination of the Participant for Cause (the “cause” (as defined in the Plan)Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised, if it has not previously terminated, exercised within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an AffiliateTermination Date, or within on or prior to the originally prescribed term of Option Expiration Date as specified in the OptionStock Option Grant Notice, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable only and shall expire and be cancelled on the Termination Date. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an Employee of the Company or of an Affiliate but continues after termination of employment to provide service to the extent that Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option has become exercisable shall automatically convert and is in effect at be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein until such cessation of employment, directorship Participant is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancyTermination Date, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyTermination Date, but in no event after the date of expiration of Option Expiration Date as specified in the term of the OptionStock Option Grant Notice. In the event the Participant’s employment, directorship or consultancy service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of such terminationthe time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, within on or prior to the term originally prescribed by Option Expiration Date as specified in the OptionStock Option Grant Notice. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate on ten (10) years from the date of this Agreementhereof (i.e., xxxxxxxxx, xx, 20__), but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Grantee ceases to be perform services as an employee, director or consultant of employee for the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or death, disability, termination of the Participant services as an employee for “cause” "Cause" (as defined in the Plan))) or voluntary termination of services as a employee, the Option may be exercised, if it has not previously terminated, exercised within three ninety (390) months days after the date the Participant Grantee ceases to be provide services as an employee, director or consultant of employee to the Company or an AffiliateCompany, or within Ten (10) years from the originally prescribed term of the Optiondate hereof, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under the Plan has become exercisable accrued and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Optionservices as an employee. In the event the Participant’s employment, directorship or consultancy is Grantee's services as an employee are terminated by the Company or an Affiliate for “cause” "Cause" (as defined in the Plan), or voluntarily by the Participant’s Grantee, the Grantee's right to exercise any unexercised portion of this Option shall cease as of such terminationforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, Grantee (as determined by the Board of Directors of the Company and as to the fact and date of which the Grantee is notified by the Board in accordance with the Planwriting), the Option shall be exercisable within one (1) year after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by term of the Option. In such event, the Option shall be exercisable:exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes Disabled and is in effect as of such determination date. In the event of the death of the Grantee while performing services as an employee to the Company or within thirty (30) days after the termination of services as an employee (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within three (3) months after the date of death of the Grantee or, if earlier, within the originally prescribed term of the Option.

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s 's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s 's Survivors may exercise the Option within one (1) year after the date of the Participant’s 's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s 's employment, directorship or consultancy is terminated by the Company or an Affiliate for “"cause” " (as defined in the Plan), the Participant’s 's right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s 's termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s 's termination, the Participant engaged in conduct which would constitute “"cause,” " then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreementexpire on _____________, but shall be subject to unless earlier termination terminated as provided herein or in the Plan. If Except as provided in the Participant ceases to be an employeefollowing provisions of this section, director or consultant in the event that the Grantee's employment is terminated by reason of the Company Grantee's death, disability (as determined by the Company), or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” Normal Retirement (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become it was exercisable and is in effect at the date time of such cessation termination, may be exercised at any time within a period of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of termination or the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the stated term of the Option, whichever is shorter; provided, however, that if the Grantee's employment is terminated by reason of disability or Normal Retirement and the Grantee dies within such specified period, then the Option, to the extent it was exercisable at the time of death, may be exercised for a period of one year from the date of death or the expiration of the stated term of the Option, whichever is shorter. In the event that the Participant’s employment, directorship or consultancy Grantee's employment is terminated other than by reason of death, disability or Normal Retirement, the Company Option shall thereupon automatically terminate, except that (i) if the termination occurs as a result of the Grantee's voluntary resignation, the Option, to the it was extent exercisable at the time of termination, shall be exercisable for a period of thirty (30) days from termination or an Affiliate for “cause” the expiration of the stated term of the Option, whichever is shorter, and (ii) if the Grantee's employment is involuntarily terminated without Cause (as defined in the Plan), the Participant’s right Option may be exercised, to exercise any unexercised portion the extent it was exercisable on the date of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to for a period of six months or until the contrary, if subsequent to expiration of the Participant’s termination, but prior to the exercise stated term of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:whichever is shorter.

Term of Option. The This Option shall terminate ten on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice (the “Notice”) as an ISO and the Participant owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employeeEmployee, director or consultant Consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Participant, or termination of the Participant for Cause (the “cause” (as defined in the Plan)Termination Date”), the Option shall continue to vest in accordance with the vesting schedule set forth in the Notice and may be exercised, if it has not previously terminated, within three (3) months after exercised through the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterOption Expiration Date except as set forth below. In such event, the unvested portion of the Option shall not be exercisable only to and shall expire and be cancelled on the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancyTermination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancyTermination Date, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyTermination Date, but in no event after the date of expiration of Option Expiration Date as specified in the term of the OptionStock Option Grant Notice. In the event the Participant’s employment, directorship or consultancy service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of such terminationthe time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event the Participant breaches that certain Separation Agreement and General Release Agreement by and between the Company and Participant dated April 27, 2016 (the “Separation Agreement”), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his breach of the Separation Agreement, and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service Disability or, if earlier, within on or prior to the term originally prescribed by Option Expiration Date as specified in the OptionStock Option Grant Notice. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten three (103) years from the date of this Agreement[, but shall be subject to earlier termination as provided herein or in the Plan.] [The bracketed language shall be inserted in all New Options, other than those granted to non-executive directors]. [The remainder of this Section 4 shall be inserted in all New Options, other than those granted to non-executive directors]. If the Participant Grantee ceases to be employed by the Company for any reason other than death, termination for cause, or voluntary termination without the consent of the Company, the Option may be exercised within ninety (90) days after the date the Grantee ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after years from the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term granting of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under the Plan has become exercisable accrued and is in effect at the date of such cessation of employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the 2004 Stock Incentive Plan Committee of the Company; as the case may be, directorship and as to the fact and date of which the Grantee is notified by the Board or consultancy. Notwithstanding that Committee, as the foregoingcase may be, in writing), the Option shall be exercisable within thirty (30) days after the date of such disability or, if earlier, the term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled and is in effect as of such determination date. In the event of the Participant’s Disability death of the Grantee while an employee of the Company or death within three thirty (330) months days after the termination of employment, directorship employment (other than termination for cause or consultancywithout the consent of the Company), the Participant or Option shall be exercisable to the Participant’s Survivors may exercise extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration death of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service Grantee or, if earlier, within the term originally prescribed by term of the Option. In such event, the Option shall be exercisable:.

Term of Option. The Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee's employment for “"cause” (as defined in the Plan)"), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, directorship this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Employee's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the Participant’s Employee's Survivors may exercise the Option within one (1) year after the date of the Participant’s Employee's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate Employee's employer for “"cause” (as defined in the Plan)", the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s Employee's termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate may not be exercised later than the earlier to occur of (i) ten (10) years from the date of grant of this AgreementOption, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” ii) six (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (36) months after the date on which the Participant Optionee ceases to be an employeeserve as a Director, director Advisory Director or consultant Director Emeritus of the Corporation and all Company Subsidiaries, and may be exercised during such term only in accordance with the Plan and the terms of this Agreement. If the Optionee terminates his or an Affiliate, her service as a Non-Employee Director with the Corporation or within the originally prescribed term a Subsidiary Company as a result of the Disability or Retirement without having fully exercised his or her Option, whichever is earlierthe Optionee shall have the right, but may not be exercised thereafter. In such event, during the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after year period following his or her termination due to Disability or Retirement, to exercise such Option to the extent such Option has vested in accordance with the terms hereof and the Plan at the time of termination for Disability or Retirement. If the Optionee dies while in the service of employment, directorship the Corporation or consultancya Subsidiary Company or terminates service with the Corporation or a Subsidiary Company as a result of Disability or Retirement and dies without having fully exercised his or her vested Option, the Participant executors, administrators, legatees or distributees of his or her estate shall have the Participant’s Survivors may exercise right, during the Option within one (1) year after period following his or her death, to exercise such Option. If the Optionee terminates his or her service as a Non-Employee Director with the Corporation or a Subsidiary Company following a Change in Control of the Corporation without having fully exercised his or her Option, the Optionee shall have the right to exercise such Option to the extent vested at the time of such termination during the remainder of the original ten (10) year term of the Option from the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:grant.

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “causeCause” (as defined in Section 13 of the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. [In the event the Participant’s employment, directorship or Agreement is consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)Cause, the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of such terminationthe time the Participant is notified that the Agreement is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationtermination of the Agreement, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. .] In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), ) the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee's employment for “cause” Cause (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Employee's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the Participant’s Employee's Survivors may exercise the Option within one (1) year after the date of the Participant’s Employee's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate Employee's employer for “cause” (as defined in the Plan)Cause, the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease immediately as of such terminationthe time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “cause,” Cause, then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s Employee's termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee's employment for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Employee's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the Participant’s Employee's Survivors may exercise the Option within one (1) year after the date of the Participant’s Employee's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate Employee's employer for “"cause” " (as defined in the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s Employee's termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (10) years from on the date of this AgreementOption Expiration Date as specified in the Stock Option Grant Notice, but shall be subject to earlier termination as provided herein or in the Planherein. If the Participant ceases to be an employee, director or consultant Employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Participant, or termination of the Participant for Cause (the “cause” (as defined in the Plan)Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 4 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised, if it has not previously terminated, exercised within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an AffiliateTermination Date, or within on or prior to the originally prescribed term of Option Expiration Date as specified in the OptionStock Option Grant Notice, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable only to and shall expire and be cancelled on the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancyTermination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancyTermination Date, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyTermination Date, but in no event after the date of expiration of Option Expiration Date as specified in the term of the OptionStock Option Grant Notice. In the event the Participant’s employment, directorship or consultancy service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified such terminationParticipant’s service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service due to Disability or, if earlier, within on or prior to the term originally prescribed by Option Expiration Date as specified in the OptionStock Option Grant Notice. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Non-Employee Director ceases to be an employee, a director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Non-Employee Director or termination of the Participant Non-Employee Director for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Non-Employee Director ceases to be an employee, a director or consultant of the Company or of an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancyservice. Notwithstanding the foregoing, in the event of the Participant’s Non-Employee Director's Disability or death within three (3) months after the termination of employment, directorship or consultancyservice, the Participant Non-Employee Director or the Participant’s Non-Employee Director's Survivors may exercise the Option within one (1) year after the date of the Participant’s Non-Employee Director's termination of employment, directorship or consultancyservice, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Non-Employee Director's service is terminated by the Company or by an Affiliate for “"cause” " (as defined in the Plan), the Participant’s Non-Employee Director's right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Non-Employee Director is notified his or her service is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s Non-Employee Director's termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Non-Employee Director's termination, the Participant Non-Employee Director engaged in conduct which would constitute “"cause,” " (as defined in the Plan), then the Participant Non-Employee Director shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantNon-Employee Director, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s Non-Employee Director's termination of service or, if earlier, within the term originally prescribed by the Option. In such eventthe event of the death of the Non-Employee Director while a director of the Company or of an Affiliate, the Option shall be exercisable:exercisable by the Non-Employee Director's Survivors within one year after the date of death of the Non-Employee Director or, if earlier, within the originally prescribed term of the Option.

Term of Option. DB1/ 78413207.3 (a) The Option shall terminate have a term of ten (10) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. If (b) The Option shall automatically terminate upon the Participant happening of the first of the following events: (i) The expiration of the 90-day period after the Grantee ceases to be an employeeemployed by, director or consultant of provide service to, the Company or of an Affiliate (Employer, if the termination is for any reason other than the Disability, death or Disability Cause. (ii) The expiration of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months one-year period after the date the Participant Grantee ceases to be an employeeemployed by, director or consultant provide service to, the Employer on account of the Company or an AffiliateGrantee’s Disability. (iii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or within 90 days after the originally prescribed term Grantee ceases to be so employed or provide such services on account of a termination described in subparagraph (i) above. (iv) The date on which the OptionGrantee ceases to be employed by, whichever is earlieror provide service to, but may not be exercised thereafterthe Employer for Cause. In such eventaddition, notwithstanding the prior provisions of this Section 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall be exercisable only immediately terminate. (v) Notwithstanding the foregoing in this Section 3(b), to the extent that the Option has become vests and becomes exercisable and is in effect at accordance with Section 2(b) above, the date Option will remain exercisable for 12 months following the termination of such cessation of employment, directorship the Grantee’s employment or consultancyservice. (c) Notwithstanding the foregoing, in the no event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year be exercised after the date that is the tenth anniversary of the Participant’s termination Date of employment, directorship or consultancy, but in no event after the date of expiration Xxxxx. Any portion of the term of Option that is not exercisable at the Option. In time the event the Participant’s employmentGrantee ceases to be employed by, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)provide service to, the Participant’s right to exercise any unexercised portion of this Option Employer shall cease as of such termination, and this Option shall thereupon immediately terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:4.

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. 2 If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee's employment for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Employee's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the Participant’s Employee's Survivors may exercise the Option within one (1) year after the date of the Participant’s Employee's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate Employee's employer for “"cause” " (as defined in the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s Employee's termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the Date of Grant as set forth on the Option Certificate attached to this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the Date of Grant as set forth on the Option Certificate attached to this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate for any reason other than the death or Disability of the Employee or termination of the Employee’s employment for “cause” (as defined in the Plan) but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, directorship this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancyemployment for any reason other than termination of the Employee’s employment for “cause” (as defined in the Plan), the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy is terminated by employment with the Company or an Affiliate is terminated by the Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, (as determined in accordance with the Plan) or death of the Employee while an employee of the Company or of an Affiliate, the Option shall be exercisable by the Employee or the Employee’s Survivors, as applicable, within one (1) year after the ParticipantEmployee’s termination of service employment for Disability or the date of death, as applicable, or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) have a term of seven years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. If The Option shall also automatically terminate upon the Participant happening of the first of the following events: The expiration of the 90-day period after the Grantee ceases to be an employeeemployed by, director or consultant of provide service to, the Company or of an Affiliate (Employer, if the termination is for any reason other than the "total disability," death or Disability "cause." The expiration of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months one-year period after the date the Participant Grantee ceases to be an employeeemployed by, director or consultant provide service to, the Employer on account of the Company or an AffiliateGrantee's "total disability." The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or within 90 days after the originally prescribed term Grantee ceases to be so employed or provide such services on account of a termination described in clause (i) above. The date on which the OptionGrantee ceases to be employed by, whichever is earlieror provide service to, but may not be exercised thereafter. the Employer for "cause." In such eventaddition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes "cause" after the Grantee's employment or service terminates, the Option shall be exercisable only to immediately terminate and the extent that Grantee shall automatically forfeit all shares of Company Stock underlying any exercised portion of the Option for which the Company has become exercisable and is in effect at not yet delivered the date share certificates, upon refund by the Company of the exercise price paid by the Grantee for such cessation of employment, directorship or consultancyshares. Notwithstanding the foregoing, in the no event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year be exercised after the date that is immediately before the seventh anniversary of the Participant’s termination Date of employment, directorship or consultancy, but in no event after the date of expiration Grant. Any portion of the term of Option that is not exercisable at the Option. In time the event Grantee ceases to be employed by, or provide service to, the Participant’s employment, directorship Employer (determined after giving effect to Paragraph 2(b) or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan2(c), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant applicable) shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:.

Term of Option. The This Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the this Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the this Option, whichever is earlier, but may not be exercised thereafter. In such event, the this Option shall be exercisable only to the extent that the this Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the this Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the this Option. In If the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the this Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the this Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the this Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the this Option. In such event, the this Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “causeCause” (as defined in the Planbelow)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan)Cause, the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” Cause, then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreementon October 5, 2009, but shall be subject to earlier termination as provided herein or in the Planherein. If the Participant Grantee ceases to be an employee, director or consultant of employed by the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or death, disability, termination of the Participant employment for “cause” "Cause" (as defined in the Plan))Plan or in any employment agreement) or voluntary termination of employment, the Option may be exercised, if it has not previously terminated, exercised within three ninety (390) months days after the date the Participant Grantee ceases to be an employee, director or consultant employee of the Company or an AffiliateCompany, or within the originally prescribed term terms of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under the Plan has become exercisable accrued and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Grantee's employment is terminated by the Company or an Affiliate for “cause” "Cause" (as defined in the Plan), or voluntarily by the Participant’s Grantee, the Grantee's right to exercise any unexercised portion of this Option shall cease as of such terminationforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantGrantee (as determined by the Board of Directors of the Company or the Plan Committee of the Company, as determined the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in accordance with the Planwriting), the Option shall be exercisable within one (1) year after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by the Optionthis Agreement. In such event, the Option shall be exercisable:exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes Disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within thirty (30) days after the termination of employment (other than termination for Cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee or, if earlier, within the originally prescribed term of the Option.

Term of Option. The Option shall terminate ten (10) years from the date of this Agreementthe Option grant or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of the Option grant, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of by the Participant Employee’s employer for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, exercised within three ninety (390) months days after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under this Agreement or the Plan has become exercisable accrued and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this the Option shall cease as of such terminationforthwith, and this the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately forthwith cease to have any right to exercise the Option Option, and this the Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of by the Participant Employee's employer for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three one (31) months month after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or Employee's death within three one (31) months month after the termination of employment, directorship the Employee's legal representatives and/or any person or consultancy, persons who acquired the Participant Employee's rights to the Option by will or by the Participant’s Survivors laws of descent and distribution may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyEmployee's death, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate Employee's employer for “"cause” " (as defined in the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease as of such terminationforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately forthwith cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee's employment by the Employee's employer for “cause” (as defined in the Plan))any reason, the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Employee's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the Participant’s Employee's Survivors may exercise the Option within one (1) year after the date of the Participant’s Employee's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In Notwithstanding any other provision of this Agreement, in the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate for “Employee's employer without "cause” " (as defined in the Plan), the Participant’s Option may be exercised, if it has not previously terminated, within the originally prescribed term of the Option, provided that the Employee and the Company recognize, agree and understand that any such exercise later than three (3) months after the date the Employee ceases to be an employee of the Company or an Affiliate will result in the Option being treated as a Non-Qualified Option and not as an ISO. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s Employee's termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:of

Term of Option. The This Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, directorship this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject Subject to earlier termination as provided herein in paragraphs 5 and 6 hereof, the term of the Option, and any limitations on number of shares or time periods that it may be exercised are as follows: The Option shall expire at 5:00 p.m. (Central Time) on January 3, 2011 (the “Expiration Date”). The Option shall vest as follows: the right to purchase 144,444 shares shall vest on the Grant Date, the right to purchase 144,443 shares shall vest on the first anniversary of the Grant Date, and the right to purchase 144,443 shares shall vest on the second anniversary of the Grant Date, provided, however, that in the Plan. If the Participant ceases to be event of a termination of Optionee’s employment as an employee, director or consultant of officer (and specifically as Chief Executive Officer) by the Company or of an Affiliate (for any reason other than the death or Disability cause, as defined by applicable law, any unvested portion of the Participant Option shall immediately vest. The Option shall not terminate or lapse as a result of a termination of Optionee’s employment by the Participant Company for “any reason other than cause” , but shall continue to be exercisable by the Optionee on the terms set forth herein until the Expiration Date. Unless otherwise stated above, the Options may be exercised, prior to expiration or termination, at any time or from time to time, as to any part or all of the shares covered thereby; provided, however, that the Option may not be exercised as to less than 100 shares at any one time (or the remaining shares then purchasable under the Option, if less than 100 shares). The purchase price of the shares as defined to which the Option shall be exercised shall be paid in full in cash, or by the delivery of other shares of Common Stock of the Company, at the time of exercise and as provided by the Plan)). Except as provided in this paragraph 3 and in paragraphs 5 and 6 hereof, the Option may not be exercised, if it has not previously terminated, within three (3) months after exercised at any time unless the date Optionee shall have been in the Participant ceases to be an employee, director or consultant continuous employ of the Company and/or of one or an Affiliatemore of its subsidiaries, or within from the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only date hereof to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors . The holder of the Company determines that, either prior or subsequent Option shall not have any of the rights of a shareholder with respect to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise shares covered by the Option and this Option except to the extent that one or more certificates for such shares shall thereupon terminate. In be delivered to him upon the event due exercise of the Disability Option. The Option may not be exercised unless at the date of exercise a registration statement on Form S-8 under the ParticipantSecurities Act of 1933, as determined in accordance with amended (the Plan“Act”), relating to the shares covered by the Option shall be exercisable within one (1) year after in effect, or if, in the Participant’s termination opinion of service orcounsel for the Company, if earlier, within the term originally prescribed exercise and issuance of Common Stock would be exempt from registration requirements under the Act and under applicable securities laws. The Company is under no obligation to register the shares covered by the Option. In such event, Option under the Option shall be exercisable:Act.

Term of Option. The No portion of this Option shall terminate may be exercised more than ten (10) years from the date of this Agreement, but shall be subject . Subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoingSection 1.3.2 hereof, in the event of Termination of Employment with respect to Optionee, this Option shall be cancelled as to any unvested Shares as provided in Section 1.3.1, and shall terminate and be cancelled with respect to any vested Shares on the Participant’s Disability earlier of (i) the expiration of the ten (10) year period set forth in the first sentence of this Section 1.4, or death within three (3ii) ninety (90) days after such Termination of Employment (or six (6) months after in the case of such termination as a result of employmentOptionee’s disability or death); provided, directorship or consultancyhowever, the Participant or the Participantif Optionee’s Survivors may exercise the Termination of Employment is with Cause, this entire Option within one (1) year after shall be cancelled and terminated as of the date of the Participant’s such termination and shall no longer be exercisable as to any Shares, whether or not previously vested. For purposes of employmentthis Agreement, directorship or consultancy, but in no event after the date of expiration of the “Cause” shall mean (i) as such term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)employment agreement between the Optionee and the Company and (ii) if no such employment agreement exists, any of the Participant’s right to exercise any unexercised portion following acts or circumstances: (a) willful destruction by Optionee of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein Company property having a material value to the contraryCompany; (b) fraud, if subsequent embezzlement, theft, or comparable dishonest activity committed by Optionee (excluding acts involving a de minimis dollar value and not related to the ParticipantCompany); (c) Optionee’s terminationconviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any misdemeanor involving fraud, but prior dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to the exercise Company); or (d) Optionee’s breach, neglect, refusal, or failure to materially discharge Optionee’s duties (other than due to physical or mental illness) commensurate with Optionee’s title and function or Optionee’s failure to comply with the lawful directions of the Option, the Board of Directors of the Company determines thatCompany, either prior or subsequent to in any such case that is not cured within fifteen (15) days after Optionee has received written notice thereof from the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event Board of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:Directors.

Term of Option. The Option shall terminate ten (10) expire on [Five years from the date of this AgreementGrant], but shall be subject to unless earlier termination terminated as provided herein or in the Plan. If Except as provided in the Participant ceases to be an employeefollowing provisions of this section, director or consultant in any employment agreement between the Company and the Grantee that is consistent with the provisions of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event that the Grantee's employment is terminated by reason of the Participant’s Disability Grantee's death, Disability, or death within three (3) months after the termination of employment, directorship or consultancyNormal Retirement, the Participant or Options, to the Participant’s Survivors extent exercisable at the time of Termination of Service, may exercise the Option be exercised at any time within (a) a period of one (1) year after the date of Termination of Service, or (b) the Participant’s termination expiration of employmentthe stated term of the Options, directorship whichever is shorter; provided, however, that if the Grantee's employment is terminated by reason of Disability or consultancyNormal Retirement and the Grantee dies within such specified period, but in no event after then the Options, to the extent exercisable at the time of death, may be exercised for a period of one year from the date of death or the expiration of the stated term of the Option, whichever is shorter. In the event that the Participant’s employment, directorship or consultancy Grantee's employment is terminated other than by reason of death, Disability or Normal Retirement, the Company Options shall thereupon automatically terminate, except that (i) if the termination occurs as a result of the Grantee's voluntary resignation, the Options, to the extent exercisable at the time of termination, shall be exercisable for a period of thirty (30) days from termination or an Affiliate for “cause” the expiration of the stated term of the Options, whichever is shorter, and (ii) if the Grantee's employment is involuntarily terminated without Cause (as defined in the PlanGrantee's employment agreement, if any), the Participant’s right Options may be exercised, to exercise any unexercised portion the extent exercisable on the date of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to for a period of six months or until the contrary, if subsequent to the Participant’s termination, but prior to the exercise expiration of the Option, the Board of Directors stated term of the Company determines thatOptions, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:whichever is shorter.

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (years from the date of the original Option grant under the MGI 2003 Plan, as set forth in the Notice of Grant of Stock Option and Option Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” Cause (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan)Cause, the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such terminationthe time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” Cause, then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Non-Employee Director ceases to be an employee, a director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Non-Employee Director or termination of the Participant Non-Employee Director for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Non-Employee Director ceases to be an employee, a director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancyservice. Notwithstanding the foregoing, in the event of the ParticipantNon-Employee Director’s Disability or death within three (3) months after the termination of employment, directorship or consultancyservice, the Participant Non-Employee Director or the ParticipantNon-Employee Director’s Survivors may exercise the Option within one (1) year after the date of the ParticipantNon-Employee Director’s termination of employment, directorship or consultancyservice, but in no event after the date of expiration of the term of the Option. In the event the ParticipantNon-Employee Director’s employment, directorship or consultancy service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the ParticipantNon-Employee Director’s right to exercise any unexercised portion of this Option shall cease immediately as of such terminationthe time the Non-Employee Director is notified his or her service is terminated for “cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantNon-Employee Director’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantNon-Employee Director’s termination, the Participant Non-Employee Director engaged in conduct which would constitute “cause,” then the Participant Non-Employee Director shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantNon-Employee Director, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantNon-Employee Director’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate expire ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Executive ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than due to a voluntary resignation by the death or Disability of the Participant or termination of the Participant for “cause” Executive without Good Reason (as defined in the Plan)Employment Agreement) prior to the expiration of a six (6) month period following the Effective Date (as defined in the Employment Agreement), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Executive ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Optionservice. In the event that the ParticipantExecutive’s employment, directorship or consultancy service is terminated by the Company or an Affiliate for “cause” Cause (as defined in the PlanEmployment Agreement), the ParticipantExecutive’s right to exercise any unexercised portion of this Option shall cease immediately as of such terminationthe time the Executive is notified his service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantExecutive’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either discovers that prior or subsequent to the ParticipantExecutive’s termination, the Participant Executive engaged in conduct which would constitute “cause,” constitutes Cause, then the Participant Executive shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event that the Executive’s service is terminated by the Company or an Affiliate without Cause, by the Executive with Good Reason, by the Executive without Good Reason after expiration of a six (6) month period following the Effective Date, due to any non-renewal of the Disability Employment Agreement, or by reason of the Participant, Executive’s death or Disability (as determined defined in accordance with the PlanEmployment Agreement), the Executive’s right to exercise any unexercised portion of this Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed governed by the Optionterms of the Employment Agreement which provides, among other things, that Executive shall have five (5) years following the Date of Termination or the remaining term of the options, whichever is period is less, in which to exercise any and all vested options. In such eventFor the avoidance of doubt, following the Executive’s death, the Option shall Option, to the extent exercisable and not theretofore expired, canceled or forfeited, may be exercisable:exercised by the Executive’s Survivors.

Term of Option. The This Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “causeCause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, directorship this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “causeCause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “Cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “causeCause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or of an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, directorship this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan), the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (years from the date of this Agreement or, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant ceases to be an employee, director or consultant Consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Participant, or termination of the Participant for “cause” (as defined in the Plan))Cause, the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of provide service to the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafterthereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employmentservice. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, directorship this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant’s employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the Company or consultancyan Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancyservice, the Option may be exercised (i) by the Participant or within one year of the Participant’s termination of service due to Disability; and (ii) by Participant’s Survivors may exercise the Option within one eighteen (118) year months after the date of the Participant’s termination of employment, directorship or consultancyservice due to death, but in no event neither case may the Option be exercised after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan)Cause, the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of such terminationthe time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination of service or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:exercisable to the extent that the Option has become exercisable but has not been exercised as of the date of Disability. In the event of the death of the Participant while an employee, director or Consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within eighteen (18) months after the date of death of the Participant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable to the extent that the Option has become exercisable but has not been exercised as of the date of death.

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Optionee ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Optionee or termination of the Participant Optionee for “"cause” (" as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Optionee ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship consultancy or consultancydirectorship. Notwithstanding the foregoing, in the event of the Participant’s Disability or Optionee's death within three (3) months after the termination of employment, directorship or consultancy, the Participant Optionee's legal representatives and/or any person or persons who acquired the Participant’s Survivors Optionee's rights to the Option by will or by the laws of descent and distribution may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyOptionee's death, but in no event after the date of expiration of the term of the Option. In the event the Participant’s Optionee's employment, directorship or consultancy is terminated by the Company or an Affiliate for “"cause” (" as defined in the Plan), the Participant’s Optionee's right to exercise any unexercised portion of this Option shall cease as of such terminationforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationOptionee's termination as an employee, director or consultant but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Optionee's termination, the Participant Optionee engaged in conduct which would constitute “"cause,” " then the Participant Optionee shall immediately forthwith cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantOptionee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The This Option shall terminate ten (years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10) % of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee’s employment for “cause” (as defined in the Plan)”), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the ParticipantEmployee’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant Employee or the ParticipantEmployee’s Survivors may exercise the Option within one (1) year after the date of the ParticipantEmployee’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the ParticipantEmployee’s employment, directorship or consultancy employment is terminated by the Company or an Affiliate Employee’s employer for “cause” (as defined in the Plan)”, the ParticipantEmployee’s right to exercise any unexercised portion of this Option shall cease immediately as of such termination, the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the ParticipantEmployee’s terminationtermination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the ParticipantEmployee’s termination, the Participant Employee engaged in conduct which would constitute “cause,” then the Participant Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the ParticipantEmployee’s termination of service employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject Subject to earlier termination as provided herein in paragraphs 5 and 6 hereof, the term of the Option, and any limitations on number of shares or time periods that it may be exercised are as follows: The Option shall expire at 5:00 p.m. (Central Time) on January 3, 2011 (the “Expiration Date”). The Option shall vest as follows: the right to purchase 22,223 shares shall vest on the Grant Date, the right to purchase 22,222 shares shall vest on the first anniversary of the Grant Date, and the right to purchase 22,222 shares shall vest on the second anniversary of the Grant Date, provided, however, that in the Plan. If the Participant ceases to be event of a termination of Optionee’s employment as an employee, director or consultant of officer (and specifically as Chief Executive Officer) by the Company or of an Affiliate (for any reason other than the death or Disability cause, as defined by applicable law, any unvested portion of the Participant Option shall immediately vest. The Option shall not terminate or lapse as a result of a termination of Optionee’s employment by the Participant Company for “any reason other than cause” , but shall continue to be exercisable by the Optionee on the terms set forth herein until the Expiration Date. Unless otherwise stated above, the Options may be exercised, prior to expiration or termination, at any time or from time to time, as to any part or all of the shares covered thereby; provided, however, that the Option may not be exercised as to less than 100 shares at any one time (or the remaining shares then purchasable under the Option, if less than 100 shares). The purchase price of the shares as defined to which the Option shall be exercised shall be paid in full in cash, or by the delivery of other shares of Common Stock of the Company, at the time of exercise and as provided by the Plan)). Except as provided in this paragraph 3 and in paragraphs 5 and 6 hereof, the Option may not be exercised, if it has not previously terminated, within three (3) months after exercised at any time unless the date Optionee shall have been in the Participant ceases to be an employee, director or consultant continuous employ of the Company and/or of one or an Affiliatemore of its subsidiaries, or within from the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only date hereof to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors . The holder of the Company determines that, either prior or subsequent Option shall not have any of the rights of a shareholder with respect to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise shares covered by the Option and this Option except to the extent that one or more certificates for such shares shall thereupon terminate. In be delivered to him upon the event due exercise of the Disability Option. The Option may not be exercised unless at the date of exercise a registration statement on Form S-8 under the ParticipantSecurities Act of 1933, as determined in accordance with amended (the Plan“Act”), relating to the shares covered by the Option shall be exercisable within one (1) year after in effect, or if, in the Participant’s termination opinion of service orcounsel for the Company, if earlier, within the term originally prescribed exercise and issuance of Common Stock would be exempt from registration requirements under the Act and under applicable securities laws. The Company is under no obligation to register the shares covered by the Option. In such event, Option under the Option shall be exercisable:Act.

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Employee ceases to be an employee, director or consultant employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant Employee or termination of the Participant Employee's employment for “"cause” " (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant Employee ceases to be an employee, director or consultant employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or Employee's death within three (3) months after the termination of employment, directorship the Employee's legal representatives and/or any person or consultancy, persons who acquired the Participant Employee's rights to the Option by will or by the Participant’s Survivors laws of descent and distribution may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancyEmployee's death, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Employee's employment is terminated by the Company or an Affiliate for “"cause” " (as defined in the Plan), the Participant’s Employee's right to exercise any unexercised portion of this Option shall cease as of such terminationforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s terminationEmployee's termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s Employee's termination, the Participant Employee engaged in conduct which would constitute “"cause,” " then the Participant Employee shall immediately forthwith cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the ParticipantEmployee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Participant’s termination date of service such Disability or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

Term of Option. The Option shall terminate ten (10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Participant Grantee ceases to be employed by the Company or by any Subsidiary (as defined in the Plan) of the Company for any reason other than death, disability, termination for cause or voluntary termination without the consent of the Company or Subsidiary, as the case may be, the Option may be exercised within thirty (30) days after the date the Grantee ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within ten (10) years from the originally prescribed term granting of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option right to purchase Shares under the Plan has become exercisable accrued and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy Grantee's employment is terminated by the Company or an Affiliate Subsidiary, as the case may be, for “"cause” " (as defined in the Plan), or voluntarily by the Participant’s Grantee without the consent of the Company or Subsidiary, the Grantee's right to exercise any unexercised portion of this Option shall cease as of such terminationforthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability retirement of the Participant, as determined in accordance with the PlanGrantee, the Option shall be exercisable within one twelve (112) year months after the Participant’s termination date of service retirement or, if earlier, within the originally prescribed term of the Option. In the event of retirement, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date of retirement. In the event of disability of the Grantee [as determined by the Board of Directors of the Company or the 1998 Stock Incentive Plan Committee (the "Committee") of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or the Committee, as the case may be, in writing], the Option shall be exercisable within twelve (12) months after the date of such disability or, if earlier, the term originally prescribed by the Optionthis Agreement. In such event, the Option shall be exercisable:exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or Subsidiary, as the case may be, or within thirty days after the termination of employment (other than termination for cause or without consent of the Company or Subsidiary), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee or, if earlier, within the originally prescribed term of the Option.