Common use of Stock Option Grant Clause in Contracts

Stock Option Grant. Subject to the approval of the Board or the Compensation Committee, Employee shall be granted an option to purchase up to 4,900,000 ordinary shares of BeiGene, Ltd., at an exercise price per share equal to the fair market value per share of such stock as of the date of the grant, which option shall be governed by, and subject to the terms and conditions of, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company (the “Initial Option Grant”). The Board or the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant date.

Stock Option Grant. Subject In consideration for you entering into this Agreement, during the first open trading window following the Effective Date, the Company will award you a nonqualified stock option under the Company’s 2013 Omnibus Incentive Plan (as may be amended from time to time, the approval “Stock Incentive Plan”) to purchase 89,000 shares of common stock of the Board or Company (the Compensation Committee“Option Award”), Employee shall be granted an option to purchase up to 4,900,000 ordinary shares of BeiGene, Ltd., at with such Option Award carrying an exercise price per share equal to the fair market value per share of such stock the stock, as of the date of the grant, which option shall determined in accordance with the Stock Incentive Plan and Section 409A of the Code. The Option Award will be governed by, memorialized pursuant and subject to the Company’s approved form of Nonqualified Stock Option Award Agreement. The Option Award shall vest in equal annual installments over five (5) years with the option to purchase 17,800 shares of common stock vesting on each one-year anniversary of the date of grant and a full acceleration of vesting in the event of: (i) a Change of Control (as defined in the Stock Incentive Plan); (ii) the termination of your employment by the Company without Cause (as defined in attached Exhibit A), (iii) the termination of your employment by you for Good Reason (as defined in attached Exhibit A); (iv) your death, or (v) your Disability (as defined in attached Exhibit A). The Nonqualified Stock Option Award Agreement will also include such other terms and conditions ofas may be approved by the Compensation Committee including, without limitation, that the Option Award will be subject to all of the terms and conditions of the Stock Incentive Plan, the Company’s xxxxxxx xxxxxxx policy, and the Company’s then existing clawback or recoupment policy, if any; however, in the event such terms conflict with this Agreement, this Agreement shall control. You may be entitled to receive additional awards commensurate to your position, pursuant to the Stock Option and Incentive Plan and a Stock Option Agreement between Employee and in the Company (the “Initial Option Grant”). The Board or future, as determined by the Compensation Committee shall confer regarding Committee, in a manner consistent with the issuance Company’s Articles of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateIncorporation.

Stock Option Grant. Subject to the approval action of the Compensation Committee of NetLogic’s Board or the Compensation Committeeof Directors, Employee shall you will be granted an a first option to purchase up to 4,900,000 ordinary Six Hundred Twenty Thousand (620,000) shares of BeiGene, Ltd., NetLogic’s Common Stock at an exercise price per share equal to the fair market value per share of such stock as of on the date of approval by the grant, which option shall be governed by, and subject to the Compensation Committee. The terms and conditions of, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company (the “Initial Option Grant”). The Board or the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested this option and equity awards granted to Employee during his Employmentgrant, including the Initial Option Grantexercise price, shall become fully exercisable upon will be set out in a stock option agreement that will be executed by you and NetLogic at the consummation time the grant is made and will be subject to and governed by the terms of a Sale Eventthe applicable stock option plan adopted by the Board of Directors. In additionThis option will be exercisable, in whole or in part, in accordance with the following schedule: 1/4th of the shares subject to this grant will vest on the Initial Option Grant first anniversary of your employment commencement date, and 1/48th of the shares subject to this grant will vest on the last day of each month thereafter, subject in all events to your continuous employment by NetLogic or its successors. You may elect to exercise this option grant, in whole or in part, after vesting or by early exercising before vesting. Payment of the exercise price shall be by cash, check, promissory note or any other method permitted under the applicable stock option plan adopted by the Board of Directors. If you elect to early exercise and pay the exercise price by executing a promissory note, you will execute the promissory note attached hereto as Exhibit B (but not or in any subsequent form acceptable to NetLogic), and also deliver a Pledge and Security Agreement in the form attached hereto as Exhibit C (or in any form acceptable to NetLogic). Additionally, if you elect to early exercise this option grant or equity awardand pay the purchase price by executing a promissory note, unless otherwise agreed at NetLogic will forgive $25,000 of the time promissory note if you remain continuously employed by NetLogic for 12 months from your employment commencement date with NetLogic, and NetLogic will forgive an additional $25,000 of the promissory note if you remain continuously employed by NetLogic for 24 months from your employment commencement date. In order to receive the forgiveness of these debts, you agree to cooperate with NetLogic to execute any such subsequent grant) shall appropriate written agreements that may be subject required to effect this transaction. Your stock option agreement will provide for this vesting schedule and accelerated vesting upon certain termination events as described or, in Section 8 hereto. The option shall have a term the case of 10 years measured from early exercise, lapsing of NetLogic’s repurchase right, in the grant date.following situations:

Stock Option Grant. Subject Company has approved the grant to the approval Employee, as of the Board or the Compensation CommitteeEffective Date, Employee shall be granted of an option to purchase up to 4,900,000 ordinary 25,000 shares of BeiGene, Ltd., Company’s common stock (“Common Stock”) at an exercise price per share equal to the fair market value per closing price of a share of such stock as of the date of Common Stock on the grant, which option shall be governed by, and subject to the terms and conditions of, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company Effective Date (the “Initial Option GrantOption”). The Board Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent possible within the limitations of the Code. The Option will vest in substantially equal annual installments over the three-year period following the date of grant. The vesting of each installment of the Option will occur only if Employee remains continuously employed with Company through the respective vesting dates, except that the option will vest entirely and immediately if the employee is terminated without cause or resigns for Good Reason. The maximum term of the Compensation Committee shall confer regarding Option is ten (10) years from the issuance date of grant of the Option, subject to earlier termination upon the termination of Employee’s Initial Option Grant on or before employment with Company, a change in control of Company and similar events. In the first regularly-scheduled Board meeting following the Effective Dateevent there is a change in control of Company during Employee’s employment, all Options that have not already vested shall immediately vest. The Option has been granted under the Willdan Group, Inc. 2006 Stock Incentive Plan (the “Plan”), a copy of which has been provided to Employee, is subject to the approval by the Company’s shareholders of the Plan, and is subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by Company and Employee to evidence the Option (the “Option Agreement”). Such Option Agreement shall provide for a four-year vesting schedule. The shares be in substantially the form attached hereto as Exhibit A. Notwithstanding the foregoing provisions of this Section 3.3, the grant of the Option is subject to approval by the Initial Option Grant shall become exercisable with respect to 25% Company’s Compensation Committee and Board of Directors and approval of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon EmployeePlan by Company’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed stockholders at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateCompany’s next annual meeting.

Stock Option Grant. Subject The Corporation shall grant to the approval Executive options to purchase an aggregate of 1,050,000 shares of common stock, par value $0.001 per share ("Common Stock"), of the Board or the Compensation Committee, Employee shall be granted an option to purchase up to 4,900,000 ordinary shares of BeiGene, Ltd.Corporation, at an exercise price per share equal to the fair market value per share of such stock the Common Stock (being the average of the high and low price of the Common Stock on the last trading date prior to the date of this Agreement) on the date of this Agreement ("Options"), which Options shall be restricted and non-transferable, as set forth in the Company's Amended and Restated Stock Option and Stock Award Plan (the "Stock Option Plan")and shall vest in accordance with the schedule set forth below. The term of the Options shall be for a period of ten (10) years following the date of the grant, which option grant of the Options hereunder and the Options shall be governed by, and subject to the such other terms and conditions ofnot inconsistent with the terms of this Agreement as are set forth in the Stock Option Agreement, in the form attached hereto as Exhibit A, to be executed by the Company and the Executive, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and as determined by the Company (the “Initial Option Grant”)Board of Directors or any committee thereof. The Board or the Compensation Committee Options shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject be incentive stock options to the Initial Option Grant shall become exercisable extent permitted by law in each year and, with respect to 25% vested options, shall be exerciseable for a period of 90 days following termination of employment; and the shares upon completion remaining options shall be non-qualified stock options ("NQSOs") which shall be exerciseable for a period of one year following termination of service measured from employment; provided, however, that in the Effective Date and event of an acquisition, merger, consolidation or business combination constituting a Change in Control (as hereinafter defined) where the consideration paid in such transaction consists of securities of the acquiring entity, then the replacement options issued in exchange for the NQSOs shall be exerciseable for the full ten (10) year term of such Options regardless of whether the Executive's employment is terminated subsequent to such Change in Control. The Executive shall not be entitled to any rights with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over Common Stock underlying the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his EmploymentOptions, including the Initial Option Grant, shall become fully exercisable upon right to vote or receive dividends or distributions with respect to any of the consummation shares of a Sale EventCommon Stock underlying the Options. In additionTo the extent that the Executive is employed by the Corporation as of each of the respective dates set forth below, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) Options shall be subject to accelerated vesting upon certain termination events vest as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant date.follows:

Stock Option Grant. Subject to the approval of the Board or the Compensation Committee, Employee Executive shall be granted an initial stock option to purchase up to 4,900,000 ordinary Three Hundred Thousand (300,000) shares of BeiGenethe Company’s common stock (the “Stock Option”) pursuant to the Company’s 2012 Equity Incentive Plan, Ltd., at as amended (the “Incentive Plan”). The Stock Option shall have an exercise price of $4.00 per share and vest in eight (8) equal quarterly installments commencing on the last day of each fiscal quarter starting with the quarter ending September 30, 2017, subject to Executive’s employment with the fair market value per share of such stock as Company on the applicable vesting date. The Stock Option shall have a 10-year term, and, once vested, shall remain exercisable for the balance of the date remaining term of the grantStock Option while Executive is still employed by the Company, which option subject to any applicable securities law restrictions. Except as otherwise stated in this Agreement, all terms and conditions of the Stock Option award, including any vesting or exercise rights upon termination of employment, shall be governed by, and subject to by the terms and conditions of, of the Incentive Plan and the applicable award agreement. The Executive agrees and acknowledges that any sale of shares issued upon the exercise of the Stock Option shall comply with the Company’s xxxxxxx xxxxxxx policy. The Executive further agrees and acknowledges that the shares issued upon the exercise of the Stock Option are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act of 1933, as amended, and Incentive Plan and therefore may not be sold or otherwise disposed of by Executive in any manner that would constitute a violation of any applicable federal or state securities laws, any rules of any national securities exchange on which the Company’s securities may be traded, listed or quoted, or in violation of any Company policy. Upon the termination of the Executive’s employment by the Company for any reason or Executive’s resignation for any reason, any unvested portion of the Stock Option Agreement between Employee shall immediately be deemed forfeited and the Company (the “Initial Option Grant”). The Board or the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% cancelled as of the shares upon completion Date of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting dateTermination (as defined below). Notwithstanding the foregoingforegoing or any other provision, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In additiontransaction resulting in a “Change in Control” (as defined below), any unvested portion of the shares subject to the Initial Stock Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events and deemed fully vested as described of the effective date of the consummation of such Change in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateControl transaction.

Stock Option Grant. Subject On or before April 22, 2014, the Company will issue to the approval of the Board or the Compensation Committee, Employee shall be granted an a non- qualified stock option to purchase up to 4,900,000 ordinary 100,000 shares of BeiGene, Ltd., the Company’s common stock at an exercise price per share equal to the of fair market value per share of such stock as of determined in good faith by the Board at the date of grant which will vest at the rate of 1/48th per month after the date of grant, which option shall subject to appropriate and proportionate adjustments for stock dividends, stock splits and other subdivisions and combinations of, and recapitalizations and like occurrences with respect to the Company’s common stock, (the “Option”). The Options granted pursuant to this Section 4.3(a)(i)shall be governed by, exercisable for a period of ten (10) years from the date of grant and subject to the terms and conditions of, provisions of the Company’s Stock Option and 2013 Equity Incentive Plan (as amended, the “Plan”) and to the Employee’s execution of a Stock Option Agreement between Employee and non-qualified stock option agreement which is substantially in the form customarily used by the Company (the “Initial Option Grant”). The Board or the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares issuance of non-qualified stock options under the Plan to the Company’s employees and which contains additional terms not inconsistent with this Section 4.3 or the Plan that are determined to be appropriate by the Board. The Option will be fully exercisable in 36 equal successive monthly installments upon Employee’s completion accordance with the vesting schedule set forth above, provided, that in each case, the Employee continues to be an active full-time employee of each month of service over the 3 year period measured from Company on the initial applicable vesting date. Notwithstanding ; and provided further, that, if there shall occur a Change in Control (as defined in Section 4.3(c)) prior to the foregoingdate on which the Option is fully vested, all then the entire unvested option and equity awards granted to Employee during his Employmentportion of such stock, including the Initial Option Grant, options or rights shall become fully exercisable upon the consummation of a Sale Eventimmediately vested. In addition, the shares subject to entire unvested portion of the Initial Option Grant shall become immediately vested upon the Employee’s death, Permanent Disability, Termination Without Cause or Termination for Good Reason (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events all as described defined in Section 8 hereto. The option shall have a term 5 of 10 years measured from this Agreement) if the grant dateEmployee was an active full-time employee of the Company immediately before the applicable vesting termination event.

Stock Option Grant. Subject to Board approval, the approval Company will grant to Executive under the Affymax, Inc. 2001 Stock Option/Stock Issuance Plan ("the Plan") an option (the "Option") to purchase the number of shares equal to four percent (4%) of the Board or Company's total outstanding common stock and common stock equivalents, including stock options granted but not exercised, as of the Compensation Committee, Employee shall Effective Date of this Agreement. The Option will be granted an option to purchase up to 4,900,000 ordinary shares of BeiGene, Ltd., at an exercise price per share equal to the fair market value per share of such stock as of the date Common Stock, as determined by the Board, at the time of the Board's approval of the grant, which option shall . The Option will be governed by, and subject to the terms and conditions ofof the Plan and Executive's grant agreement, which shall reflect the terms in this paragraph. As specified therein, upon the Company's receipt of the requisite cash payment by Executive, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company (the “Initial Option Grant”). The Board shall be immediately exercisable for all or the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% any portion of the option shares. Any such shares upon completion of one year of service measured from under the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grant) shall be subject to accelerated vesting upon certain termination events as described repurchase by the Company, at the option exercise price paid per share, until Executive vests in Section 8 heretothose shares. The Option shares vest, and the Company's repurchase rights shall lapse, as follows: (i) twenty-five percent (25%) of the Option shares will vest upon Executive's completion of one (1) year of service with the Company after the Employment Date; and (ii) the remaining Option shares will vest in thirty-six (36) equal monthly installments upon Executive's completion of each additional month of service thereafter. Executive acknowledges that there are no further commitments on behalf of the Company to grant to Executive any additional option shall have a term of 10 years measured from the grant dategrants. The Board may consider granting additional option grants at its sole discretion.

Stock Option Grant. Subject to Within ninety (90) days after the approval of Effective Date, RedPrairie Holding, Inc., a Delaware corporation (“Holding”), will grant the Board or Executive a stock option (the Compensation Committee, Employee shall be granted an option “Option”) under Holding’s 2005 Stock Incentive Plan (the “Plan”) to purchase up to 4,900,000 ordinary 149,152 shares of BeiGene, Ltd., Holding common stock at an exercise a price per share equal to the fair market value per of a share of such common stock as determined by the Board on the effective date of grant (the actual date of grant of the date of the grant, which option shall be governed by, and subject Option is referred to the terms and conditions of, the Company’s Stock Option and Incentive Plan and a Stock Option Agreement between Employee and the Company (herein as the “Initial Option GrantGrant Date”). The Board or Option will vest with respect to twenty-five percent (25%) of the Compensation Committee shall confer regarding shares subject to the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following anniversary of the Effective Date. The Stock Option Agreement shall provide for a fourremaining seventy-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% five percent (75%) of the shares upon completion of one year of service measured from the Effective Date and with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his Employment, including the Initial Option Grant, shall become fully exercisable upon the consummation of a Sale Event. In addition, the shares subject to the Initial Option Grant will vest in thirty-six (but 36) substantially equal monthly installments thereafter. In each case, the vesting of the Option is subject to the Executive’s continued employment by the Company through the respective vesting date. Further, if a Change in Control Event (as such term is defined in the Plan) occurs while you are still employed by the Company and, immediately prior to such Change in Control Event the Option is outstanding and not any subsequent otherwise fully vested, you will be deemed to be fully vested in such Option immediately prior the Change in Control Event The maximum term of the Option will be ten (10) years, subject to earlier termination upon the termination of the Executive’s employment with the Company, a Change in Control of the Company and similar events as set forth in the Plan and the standard form of award agreement used to evidence employee stock option grant or equity awardgrants under the Plan. The Option shall not be an “incentive stock option” under Section 422 of the Internal Revenue Code, unless otherwise agreed at as amended (the time of any such subsequent grant) “Code”). The Option shall be granted under and subject to the Plan, and shall be subject to accelerated vesting upon certain termination events such further terms and conditions as described set forth in Section 8 heretoa written stock option agreement (in the standard form used to evidence employee stock option grants under the Plan) to be entered into by the Company and the Executive to evidence the Option. The Company has provided a copy of the Plan and such standard form of employee stock option shall have a term agreement to the Executive in connection with the execution of 10 years measured from the grant datethis Agreement.

Stock Option Grant. Subject The Company shall grant to Executive on the approval of the Board or the Compensation Committee, Employee shall be granted an Effective Date a stock option to purchase up to 4,900,000 ordinary 250,000 shares of BeiGene, Ltd., common stock of the Company (the “Option”) under the Plan at an exercise price per share equal to the fair market value per share of such stock as of the date Company’s common stock on the grant date. Fifty percent of the grantOption shall vest one-third upon the first anniversary of the Effective Date, one-third upon the second anniversary of the Effective Date and one-third upon the third anniversary of the Effective Date, a portion of the Option to purchase 100,000 shares of common stock of the Company shall vest upon the achievement of key clinical milestones for XBIO-101 as further described in the Option award agreements, and a portion of the Option to purchase 25,000 shares of common stock of the Company shall vest upon the achievement of key development milestones related to PSA as further described in the Option award agreements, provided the Executive remains employed with the Company on the applicable vesting date and further provided that, in the event of (i) a Change in Control, as defined in the Plan, while Executive is employed by the Company, any unvested portion of the Option shall vest immediately upon the Change in Control, or (ii) a termination of this Agreement by the Company under Section 7(b) or the Executive under Section 7(c), any unvested portion of the Option shall vest immediately upon such termination. Notwithstanding the foregoing in no event may (i) Executive exercise the Option prior to the Company receiving shareholder approval of an increase in the number of shares of common stock authorized under the Plan which option amendment to the Plan shall include provision for the issuance of shares of common stock underlying the Option; and (ii) if shareholder approval is not obtained for any reason on or prior to October 11, 2018, the Option shall be governed cancelled and of no further force and effect. A cancellation of the Option shall in no event be deemed a breach of this Agreement. The Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan or such new plan covering the Option with terms that are the same as or materially similar to the terms of the Plan and, except as otherwise set forth herein, the Company’s Stock Option standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided herein, in the stock option agreement or the Plan. The Executive shall be eligible to receive from time to time additional equity awards under the Plan. The Company represents and Incentive Plan and a Stock Option warrants to the Executive that (i) this Agreement between Employee and the Company (Option have been duly authorized by the “Initial Option Grant”). The Company’s Board of Directors or a committee thereof and are the Compensation Committee shall confer regarding the issuance of Employee’s Initial Option Grant on or before the first regularly-scheduled Board meeting following the Effective Date. The Stock Option Agreement shall provide for a four-year vesting schedule. The shares subject to the Initial Option Grant shall become exercisable with respect to 25% valid and binding obligations of the shares upon completion of one year of service measured from the Effective Date and Company, enforceable in accordance with respect to the remaining shares in 36 equal successive monthly installments upon Employee’s completion of each month of service over the 3 year period measured from the initial vesting date. Notwithstanding the foregoing, all unvested option and equity awards granted to Employee during his Employmenttheir respective terms, including the Initial Company’s right to terminate the Option Grant, shall become fully exercisable upon the consummation of if no stockholder consent is obtained in a Sale Event. In addition, the shares subject to the Initial Option Grant timely manner; and (but not any subsequent option grant or equity award, unless otherwise agreed at the time of any such subsequent grantii) shall be subject to accelerated vesting upon certain termination events as described in Section 8 hereto. The option shall have a term of 10 years measured from the grant dateof the Option does not violate applicable law or Nasdaq listing requirements.