Common use of Stock Options Clause in Contracts

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date Notwithstanding any other provision of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of Agreement to the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following eventscontrary: (i) change except in the case of control a termination of the CompanyEmployee's Employment by the Company for Cause or by the Employee Without Good Reason at any time while on Active Status, all stock options previously granted to the Employee under Incentive Plans that have not been exercised and are outstanding as defined hereinof the time immediately prior to the Termination Date will, notwithstanding any contrary provision of any applicable Incentive Plan, remain outstanding (and continue to become exercisable pursuant to their respective terms) until exercised or the expiration of their term, whichever is earlier; (ii) Constructive Termination, as defined herein, in the case of a termination of the ExecutiveEmployee's Employment by the Employee Without Good Reason at any time while on Active Status, all stock options previously granted to the Employee under Incentive Plans that have not been exercised and are outstanding and exercisable as of the time immediately prior to the Termination Date will, notwithstanding any contrary provision of any applicable Incentive Plan, remain outstanding and continue to be exercisable until exercised or the date that is 90 days after the Termination Date, whichever is earlier, whereupon, those options will expire; and (iii) in the case of a termination of the Executive other than Employee's Employment by the Company for CauseCause at any time while the Employee is on Active Status, as defined hereinall stock options previously granted to the Employee under Incentive Plans will expire on the Termination Date. The unvested Options shall automatically terminate upon No stock option previously granted to the happening Employee under any Incentive Plan will, notwithstanding any contrary provision of the following: that Incentive Plan, expire or fail to become exercisable or, if exercisable, cease to be exercisable by reason of either (i) the Executive’s termination for Cause, as defined herein; and occurrence of the Employee's Part-time Employment Effective Date or (ii) the Executive’s voluntary termination. In Employee's service during the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is Part-time Employment Period being less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementfull-time.

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price one dollar ($2.501.00) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price one dollar ($2.501.00) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. The In the event of a Change in Control, Executive's resignation for Good Reason or Executive's termination without Cause, all unvested stock options previously granted to Executive shall immediately vest and be exercisable as set forth below. In the event that there is a termination of Executive's employment hereunder for any reason, Executive shall be entitled to exercise any and all stock options that were previously granted options to him by the Company, and are outstanding, vested and unexercised as of his Termination Date, during the exercise period ending on the shorter of ("Options"i) to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of two (2) years from his Termination Date or (ii) the fair market value of the expiration date of the grantstock option as specified in the stock option plan or stock option agreement, as applicable, notwithstanding any provision in such plan or agreement that provides for a more limited time period to exercise stock options following termination of employment; provided however, if said stock option plan or stock option agreement provides therein for a longer period of time to exercise such outstanding, vested and unexercised stock options following his Termination Date, then such stock option plan or agreement shall control and the remaining provisions of this SECTION 6(C) shall be exercisable inapplicable and without further force or effect. In the event that there is a termination of Executive's employment hereunder for a period of four (4) Cause or Executive voluntarily resigns without Good Reason within two years from for the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject Executive shall forfeit any and all stock options that were previously granted to anti-dilution provisions relating to adjustments in the event that him by the Company, among other thingsand are unvested and unexercised as of his Termination Date. During the extension period specified in the previous paragraph, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Causeif applicable, the Executive shall be entitled considered an employee of the Company who shall make himself available to register provide consulting services to the stock underlying Company in consideration for such extension of the Options option exercise period and any post-termination payments provided hereunder to Executive under SECTION 6(A) OR (B) of this Agreement. In this regard, Executive agrees to be classified as an employee of the Company solely for the limited purpose of making himself available to provide consulting services on an as-needed basis; provided, however, Executive hereby specifically waives any right, entitlement, claim or demand to (i) any additional compensation for such consulting services and (ii) coverage or benefits under any of the Company's employee benefit plans or programs, or other perquisites, terms and conditions set forth of employment, except as expressly specified in a registration other provisions of this Agreement. Except as expressly provided in this SECTION 6(C), the provision of consulting services by Executive shall not expand his rights agreement or duties under this Agreement. Executive hereby agrees to be mutually agreed provide, upon by and between Executive and request of the Company. The , consulting services to the Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options following terms and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.conditions:

Stock Options. Subject to approval by the Board, Employee will be granted, effective as of the later of the date Employee begins his employment with the Company or the date of Board approval, incentive stock options to purchase shares of the Company’s common stock representing five percent (5%) of the Company’s total outstanding shares of common stock, determined on a fully-diluted, as-converted into common stock basis, taking into account for such purpose the issuance of 7,486,996 shares of Series A Preferred Stock pursuant to the Company’s currently anticipated closing of the second tranche of its Series A Preferred Stock Financing (the “Options”). The Executive shall Options will be granted options ("Options") pursuant to purchase an aggregate of 400,000 shares of Common Stock at an exercise price and subject to the terms and conditions of the fair market value Company’s 2011 Equity Incentive Plan (the “Plan”) and will be further subject to the terms of a stock option agreement as approved by the Board setting forth the exercise price, vesting conditions and other restrictions. One fourth of the total number of such Options will vest on the first anniversary of the date of grant of the grantoption, and shall be exercisable for a period of four one forty eighth (41/48th) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date total number of this AgreementOptions will vest each month over the following thirty six (36) months thereafter, subject to anti-dilution provisions relating to adjustments in so long as Employee remains employed by the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splitsCompany through each such vesting date. In addition, the Fifty Percent (50%) of any unvested Options shall automatically will immediately vest upon the happening consummation of a Change in Control (as defined below) and any remaining unvested Options will immediately vest if Employee’s employment is terminated by the Company without Cause (as defined below) or Employee resigns with Good Reason (as defined below) within ninety (90) days following events: a Change in Control. A “Change in Control” means (i) change the Company’s merger or consolidation with or into another entity such that the stockholders of control the Company prior to such transaction do not or are not expected to own a majority of the voting stock of the surviving entity, (ii) the sale or other disposition of all or substantially all of the assets of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination the sale or other disposition of greater than 50% of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening then-outstanding voting stock of the following: (i) Company by the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is holders thereof to one or more persons or entities who are not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and then stockholders of the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. The Pursuant to the American Commercial Lines Inc. Equity Award Plan for Employees, Officers and Directors, adopted by the Board on January 10, 2005, the Company shall grant to the Executive shall be granted options ("Options") to purchase an aggregate of 400,000 14,018 shares of Common Stock at (the "Options"), representing approximately one quarter per cent (0.25%) of the issued and outstanding shares of Common Stock as of the Effective Date with an exercise price of per share equal to the fair market value of a share of Common Stock on the Effective Date. For purposes hereof, as determined by the bankruptcy court, upon emergence from Chapter 11 proceedings, the "fair market value" of the Common Stock means $16.65 per share. The Options shall be restricted and non-transferable, as set forth in the Stock Option Agreement, in the forms attached hereto as Exhibits B-1 and B-2. To the extent permitted by applicable law, the Options shall be incentive stock options in each year and, with respect to any Options that are vested, shall be exercisable for the applicable periods set forth in the Stock Option Agreement. The term of the Options shall be for a period of ten (10) years following the date of the grant of the Options hereunder, shall vest on a pro rata basis over a period of three (3) years following the date of grant, shall be exercisable, to the extent vested, for the periods set forth in the Stock Option Agreement, and shall be exercisable for a period of four (4) years from subject to such other terms and conditions not inconsistent with the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date terms of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments Agreement as are set forth in the event that Stock Option Agreement to be executed by the Company, among other things, declares stock dividends, effects forward or reverse stock splitsCompany and Executive and as determined by the Compensation Committee. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall not be entitled to register any rights with respect to the stock Common Stock underlying the Options provided hereunder on Options, including the terms and conditions set forth in a registration rights agreement right to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary vote or advisable receive dividends or distributions with respect to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the ExecutiveCommon Stock underlying the Options, until such Options (or any portion thereof) have been exercised. Any future awards of options, if there any, shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal subject to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated performance-based vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementrequirements.

Stock Options. The In connection with Executive’s acceptance of employment, the Company shall grant stock options to Executive shall be granted options ("Options") to purchase an aggregate covering such number of 400,000 shares of Common Stock at an the Company’s common stock to be approved by the Board or a committee thereof. The per share exercise price of the fair market value stock options shall be equal to the closing price of the Company’s stock on the date of grant in accordance with the grantvesting schedule of stock options awarded to other executives or as approved by the Board, and such award shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control terms and conditions of the Company’s form of non-qualified stock option award agreement. Other periodic stock and non-qualified stock option grants to Executive, as defined herein; (ii) Constructive Terminationif any, as defined herein, of while the Executive; and (iii) termination of Company employs Executive during the Executive other than for Cause, as defined herein. The unvested Options Term shall automatically terminate upon be determined by the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary terminationBoard or a committee thereof in its discretion. In the event of a termination pursuant to paragraph 8(d) hereof or a resignation pursuant to paragraph 9 hereof, for which purposes sections 10(a) and 10(c) of this Agreement is not renewed shall control, all vested options held by Executive on the effective date of such termination or the Executive is terminated other than for Cause, the Executive resignation shall be entitled to register the stock underlying the Options provided hereunder on exercisable in accordance with the terms and conditions of such grants until the later of the date set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary grant or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the twelve (12) months following Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the ’s date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperworktermination, but in no event later than December 31 beyond the expiration date of the calendar year following relevant option. Upon a change in control, as defined in the year option agreement, all unvested options shall vest and become exercisable immediately in which accordance with the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) terms of the option on agreement. All other unvested options shall expire in accordance with the date terms of termination or Change in Controlsuch grants. Except as set forth herein, the options will remain exercisable over the initial term. The provisions terms of the three preceding sentences, as well stock option grants under this paragraph 5 shall be otherwise in accordance with and subject to the terms of the Company’s 2011 Long Term Incentive Plan or successor plan and such terms and conditions as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during Board or before the Term of the Agreementa committee thereof may specify.

Stock Options. Subject to approval by Parent Company’s Board of Directors and in accordance with the terms of the Parent Company’s option scheme or such equivalent scheme as may exist as at the Executive’s start date (whether at Company or Parent Company), Parent Company and Executive shall enter into a stock option agreement as soon as reasonably practicable after the Executive’s start date and not later than the first board meeting of the Parent Company after the start date. The Executive option agreement shall include the following terms: (a) 36,000 share options (or equivalent amount to reflect any corporate reorganisation) shall be granted options ("Options") to purchase an aggregate of 400,000 over ordinary shares of Common Stock Parent Company at an exercise price of the fair market value as of the date of grant (“Stock Options”); (b) 25% of such Stock Options shall vest on the grantfirst anniversary of Executive’s start date and the remaining 75% of such Stock Options will vest in equal monthly amounts over the following 36 months so that all Stock Options granted under the option agreement will have vested after four (4) years, unless vested sooner pursuant to this section 4.3 or section 10 of this Agreement; (c) any and shall all vested Stock Options will be exercisable for a period of four no less than forty (440) years from days after the Executive’s employment is terminated for any reason, and immediately upon a sale, takeover or public offering of Parent Company; (d) in the event of a termination of Executive’s employment by the Company without Cause or by the Executive for Good Reason (as defined below), any and all Stock Options unvested as of the date of vesting unless sooner terminated, as described herein. The termination shall vest and immediately become exercisable on date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments termination and (e) in the event that of a termination of Executive’s employment by the CompanyCompany or by the Executive, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, in each case as defined herein; (ii) Constructive Termination, as defined herein, a result of the Executive; and (iii) termination of the Executive other than for Cause’s physical or mental illness, as defined herein. The unvested Options incapacity or disability, Parent Company’s Board Compensation Committee, acting in good faith, shall automatically terminate upon the happening of the following: (i) the assess Executive’s termination for Cause, as defined herein; contribution to the Company and (ii) based on such assessment shall accordingly determine the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive number of Stock Options that shall be entitled to register the stock underlying the Options provided hereunder on the terms vest and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to immediately become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option exercisable on the date of termination or Change termination. Executive shall also be eligible to participate in Controlfuture awards of options under the option scheme, such awards are made at the sole and absolute discretion of Company and Parent Company’s Board of Directors. Parent Company in this Agreement means a company which owns at least fifty percent of the total voting stock of the Company will cancel or otherwise has the Options power to control and will issue fully paid shares in replacement direct the affairs of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementCompany.

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of For each fiscal year ending during the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date term of this Agreement, subject Company will grant Employee an option to anti-dilution provisions relating to adjustments in purchase the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening greater of the following events: (i) change 25,000 of control Company's common shares at Fair Market Value (as hereinafter defined) on the date of grant or (ii) 10,000 of Company's common shares at Fair Market Value on the date of grant for each full $250,000 by which Pre-Tax Profits for each fiscal year (commencing with the fiscal year ending December 31, 1999) exceeds Pre-Tax Profits for the prior fiscal year, provided, however, that in no event shall Employee be granted options hereunder to purchase more than 150,000 of Company's common shares with respect to any one fiscal year. The stock options contemplated hereby shall be granted at or concurrently with a meeting of the Board of Directors first following the end of the fiscal year when audited financial statements of the Company's results of operations for the prior fiscal year are made available. If there shall not be sufficient common shares available for the grant of stock options to Employee pursuant to Company's 1998 Stock Option Plan (or a later Stock Option Plan approved by Company's shareholders) for any fiscal year ending during the term of this Agreement, Company shall, at the Annual Meeting of Shareholders first following the end of such fiscal year, submit to its shareholders for approval a stock option plan to authorize the issuance of at least that number of common shares necessary to grant Employee's stock options for such fiscal year as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary terminationcontemplated hereby. In the event this Agreement is Company's shareholders do not renewed or the Executive is terminated other than approve such a stock option plan, then Employee shall receive only a pro-rata share of stock options from options, if any, available for Cause, the Executive grant from prior years' plans which were approved by Company's shareholders after 1998. The pro-rata share shall be entitled to register determined by dividing the stock underlying number of shares available for grant by the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and number of Employees eligible for grants under employment agreements with the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any In the event of termination of employment, Employee's right to receive stock options hereunder shall terminate as of the Executiveeffective date of such termination. Employee shall enter into a stock option agreement with Company, substantially in the form of Exhibit A attached hereto, each time options are granted to Employee hereunder. For purposes of this Agreement, the term "Fair Market Value" shall mean the mean between dealer closing "bid" and "ask" on the last day on which Company's common shares were traded immediately preceding the date such options are granted, as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementNASDAQ's successor.

Stock Options. The Executive shall be granted options Immediately following the acceptance for payment and purchase of Shares by Merger Subsidiary pursuant to the Offer, each outstanding option to purchase Company Common Stock (an "OptionsOption") granted under the Company's 1994 Stock Option and Stock Award Plan and the Company's 1998 Directors' Stock Option Plan (collectively, the "Company Option Plans") shall become fully exercisable and vested. On and after such time, until immediately prior to purchase the Effective Time, each holder of an aggregate outstanding Option may surrender to the Company such Option, which shall then be cancelled and of 400,000 shares no further force and effect, in exchange for payment to be made at the time of Common Stock at surrender by Parent or Merger Subsidiary to the holder of the Option in an amount equal to the product of (x) the Merger Consideration over the per share exercise price of the fair market value of the date of the grantOption, and shall (y) the number of Shares subject to the Option (such payment to be exercisable for a period net of four taxes required to be withheld with respect thereto by applicable law) (4) years from the date of vesting unless sooner terminated, as described herein"Option Consideration"). The date of grant shall be Immediately prior to the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options eachTime, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; Company shall terminate the Company Option Plan and (ii) each Option which remains outstanding at such time shall be cancelled in consideration of a payment made at the Executive’s voluntary terminationEffective Time by Parent or Merger Subsidiary to the holder of each then outstanding Option of the relevant Option Consideration with respect to such Option. In Parent, Merger Subsidiary and the event Company shall cooperate and take all steps necessary to give effect to the foregoing provisions of this Agreement is not renewed or Section 3.04. On and after the Executive is terminated other than for Causedate hereof, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expensegrant no additional Options under the Company Option Plans. The Company will use its reasonable best efforts through its officers, directors, auditors to obtain all necessary consents and counsel in all matters take any further action necessary or advisable to file and cause to become effective such Registration Statement effect the foregoing so that as promptly as practicable. Upon any termination of the Executive, or if there shall Effective Time no Options will be a Change in Control as defined in the Agreement, and if the 5 day average closing exercisable for stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementSurviving Corporation.

Stock Options. The Executive shall be granted Company will, promptly on or after the date of this Agreement, take all such actions as it is permitted or required to take under the terms of its stock option plans to cancel, after the Offer Completion (as defined in Section 6.5(a)) and prior to the Effective Time, all outstanding options (collectively, the "OptionsSTOCK OPTIONS" and individually, a "STOCK OPTION") to purchase an aggregate of 400,000 shares of Company Common Stock at an heretofore granted under any such employee or nonemployee director stock option plan with Company and to pay, promptly, and in any event within five days, after the Offer Completion, in cancellation of each such Stock Option (whether or not such Stock Option is then exercisable) a cash amount equal to the amount, if any, by which the Merger Consideration exceeds the per share exercise price of such Stock Option, multiplied by the fair market value number of shares of Company Common Stock then subject to such Stock Option (the "STOCK OPTION SETTLEMENT AMOUNT"), but subject to all required tax withholdings by Company. Each holder of a then outstanding Stock Option that Company does not have a right to cancel pursuant to the terms of the applicable stock option plan, upon execution of a cancellation agreement (a "STOCK OPTION CANCELLATION AGREEMENT") with Company, which Company shall use reasonable efforts to obtain from each such holder prior to or promptly after the Offer Completion, shall have the right to receive in cancellation of such Stock Option (whether or not such Stock Option is then exercisable) a cash payment from Company promptly and in any event within five days after the later of the Offer Completion or the execution of a Stock Option Cancellation Agreement, in an amount equal to the Stock Option Settlement Amount, without interest, but subject to all required tax withholdings by Company. Each Stock Option that is subject to a Stock Option Cancellation Agreement shall be canceled upon payment of the Stock Option Settlement Amount for such Option. On or prior to the date hereof, the Company Board or the Committee appointed pursuant to Section 2 of the Funco, Inc. 1993 Stock Option Plan Amended and Restated Through July 31, 1998 determined that a Potential Change in Control (as defined in said Stock Option Plan) will occur as of the date hereof by virtue of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event transactions contemplated by this Agreement is not renewed or for purposes of determining the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control Price (as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”said Stock Option Plan). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. The Within ninety (90) days after the effective date of this Second Amendment RedPrairie Holding, Inc., a Delaware corporation (“Holding”), will grant the Executive shall be granted options a stock option ("Options"the “Option”) under Holding’s 2005 Stock Incentive Plan (the “Plan”) to purchase an aggregate of 400,000 74,576 shares of Common Stock Holding common stock at an exercise a price of per share equal to the fair market value of a share of common stock as determined by the Board on the effective date of grant (the grantactual date of grant of the Option is referred to herein as the “Grant Date”). The Option will vest with respect to twenty-five percent (25%) of the shares subject to the Option on the first anniversary of the effective date of this Second Amendment. The remaining seventy-five percent (75%) of the shares subject to the Option will vest in thirty-six (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 otherwise fully vested, you will be deemed to be fully vested in such Option immediately prior to 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 and similar events as set forth in the Plan and the standard form of award agreement used to evidence employee stock option grants under the Plan. The Option shall not be an “incentive stock option” under Section 422 of the Internal Revenue Code, as amended (the “Code”). The Option shall be granted under and subject to the Plan, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the such further terms and conditions as set forth in a registration rights written stock option agreement (in the standard form used to evidence employee stock option grants under the Plan) to be mutually agreed upon entered into by and between Executive Holding and the CompanyExecutive to evidence the Option. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination has provided a copy of the Executive, or if there shall be a Change in Control as defined in the Agreement, Plan and if the 5 day average closing such standard form of employee stock price is equal option agreement to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits in connection with the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) execution of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementthis Second Amendment.

Stock Options. The Executive shall be granted (a) All stock options (the "Company Options") outstanding, whether or not exercisable and whether or not vested, at the Effective Time under that certain AdvancePCS Amended and Restated Incentive Stock Option Plan, dated August 1, 1993, as amended by Amendment No. 1, dated December 7, 2000, and Amendment No. 2, dated November 1, 2001, that certain AdvancePCS Amended and Restated 1997 Nonstatutory Stock Option Plan, dated May 1, 1997, as amended by Amendment No. 1, dated November 1, 2001 and that certain AdvancePCS 2003 Incentive Compensation Plan, effective as of August 1, 2003 (collectively, the "Company Stock Option Plans"), shall remain outstanding following the Effective Time notwithstanding anything to purchase an aggregate of 400,000 shares of Common the contrary set forth in the Company Stock at an exercise price Option Plans. At the Effective Time, all of the fair market value Company Options shall, by virtue of the date Merger and without any further action on the part of the grantCompany or the holder thereof, be assumed in full by Parent. Parent and the Company agree that the consummation of the Merger shall constitute a change in control, change of control, change in control transaction, vesting transaction or sale of substantially all of the common stock of the Company or similar transaction for purposes of the agreements governing any Company Options that contain accelerated vesting provisions and the Company Stock Option Plans and that immediately prior to the consummation of the Merger, all such Company Options (other than Company Options listed in Section 2.3(a) of the Company Disclosure Letter as not accelerating prior to the consummation of the Merger) so subject to accelerated vesting provisions shall all vest and become fully exercisable. From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the applicable stock option agreements issued thereunder shall be exercisable for a period of four (4) years from deemed to refer to Parent, which shall have assumed the date of vesting unless sooner terminated, Company Stock Option Plans as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date Time by virtue of this AgreementAgreement and without any further action by Parent. Each Company Option assumed by Parent (each, subject a "Substitute Option") shall be converted automatically into options to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest purchase shares of Parent Common Stock upon the happening of same terms and conditions as are in effect immediately prior to the following events: Effective Time with respect to such Company Option, except that (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested such Substitute Options shall automatically terminate upon remain outstanding and, to the happening extent provided above, become fully vested and exercisable notwithstanding the terms and conditions of the following: (i) the Executive’s termination for Cause, as defined herein; such Company Option and Company Stock Option Plans and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive (A) each such Substitute Option shall be entitled exercisable for, and represent the right to register acquire, that whole number of shares of Parent Common Stock (rounded to the stock underlying nearest whole share) equal to the Options provided hereunder on number of shares of Company Common Stock subject to such Company Option multiplied by the Exchange Ratio and (B) the option price per share of Parent Common Stock under each Substitute Option shall be an amount equal to the option price per share of Company Common Stock subject to the related Company Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (the option price per share, as so determined, being rounded to the nearest full cent). Such Substitute Option shall otherwise be subject to the same terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Companyas such Company Option. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination Section 2.3(a) of the ExecutiveCompany Disclosure Letter sets forth a list of all Company Options as of the date hereof, or if there shall be a Change in Control as defined in including the Agreementname of the holder of each such Company Option, and if the 5 day average closing stock price is equal to or greater than number of shares of Company Common Stock subject thereto, the exercise price ($2.50) thereof and whether vesting of such Company Option will be accelerated immediately prior to the consummation of the option on the date of termination Merger (either alone or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to conjunction with any other options previously issued to the Executive, during or before the Term of the Agreementevent).

Stock Options. In addition to the Base Salary and Bonus compensation provided to the Executive pursuant to Article 4, the Board, in its discretion and during the Term, may grant options to the Executive for the purchase of Russxxx Xxxporation common stock; provided, however, that in the first quarter of each of the 2003, 2004, 2005, and 2006 calendar years, the Board shall make an annual grant of not less than 100,000 said options to the Executive, which amount may be increased at the Board's discretion based on the Executive's performance. The Executive shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price for these options shall equal the average of the fair market value high and low of the stock price on the day the grant is made. Such options shall have a term of ten years (as described below), and one-fourth of the total options given in any such year shall vest on and as of each of the four (4) anniversary dates following the date of said grant. Provided, however, that if (a) this Agreement expires or (b) the grantExecutive's employment is terminated (1) because of the Executive's death or Total Disability or (2) by the Company for any reason other than For Cause, all options granted under this Article 5 (whether or not vested) shall immediately become vested and shall be exercisable at the Executive's option for a period of four ten (410) years from the date of vesting unless sooner terminatedthe respective grant; if the Executive's employment is terminated by the Executive for Good Reason, as described herein. The all options granted under this Article 5 (whether or not vested) shall immediately become vested and shall be exercisable at the Executive's option for a period of ten (10) years from the date of grant shall be the Effective Date of respective grant; and if the Executive's employment is terminated by the Company For Cause or by the Executive not for Good Reason, all options granted under this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary Article 5 that are not vested as of the Effective Termination Date of this Agreement, subject shall lapse and be forfeited to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splitswith those vested options as of said Termination Date being exercisable at the Executive's option for a period of ten (10) years from the date of the respective grant. In addition, all options granted by the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of Company to the Executive other than for Causepursuant to Article 5 of that Employment Agreement dated as of March 31, as defined herein. The unvested Options shall automatically terminate upon 1998 between the happening of the following: (i) the Executive’s termination for Cause, as defined herein; Company and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause(which Employment Agreement was subsequently amended effective November 1, the Executive 1999) shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in have a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination term of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ten ($2.5010) of the option on years from the date of termination or Change in Control, the Company will cancel the Options respective grant and will issue shall become fully paid shares in replacement of the Options vested (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executiveextent said options are not already vested) as of March 31, during or before the Term of the Agreement2001.

Stock Options. The Executive shall be granted options As of the Termination Date, Employee holds one option ("Options"the “Option”) to purchase an aggregate of 400,000 203,084 shares of Common Stock at an exercise price of Company common stock that is vested with respect to 85,509 shares (the fair market value of “Vested Portion”) and unvested with respect to 117,575 shares (the date of “Unvested Portion”). Subject to the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date effectiveness of this Agreement, subject to anti-dilution provisions relating to adjustments in the event vesting of the Option shall be accelerated with respect the entire Unversted Portion (the “Accelerated Portion”) as of the Termination Date, provided that the CompanyAccelerated Portion shall only become exercisable in accordance with the sentence that follows. Contingent upon Employee’s continued compliance with Sections 7(a) and 10 of this Agreement and notwithstanding anything to the contrary in any plan or agreement governing the Option, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; Accelerated Portion of the Option shall become exercisable on the six-month anniversary of the Termination Date and (ii) the Executive’s voluntary termination. In Accelerated Portion and the Vested Portion of the Option shall remain outstanding and exercisable until the nine-month anniversary of the Termination Date or, in the event this Agreement there is not renewed or a lock up period applicable to the Executive is terminated other than for CauseCompany’s executive employees in conjunction with the Company’s initial public offering (“IPO”) in effect on such nine-month anniversary, until the three-month anniversary of the expiration of such lock up period (the later of such dates, the Executive “Option Termination Date”). To the extent unexercised and outstanding, the Option shall be entitled to register the stock underlying the Options provided hereunder terminate on the terms and conditions set forth Option Termination Date. Notwithstanding anything herein to the contrary, in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be event a Change in Control as defined in (within the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) meaning of the option on Company’s equity incentive plan) closes prior to the date Option Termination Date, the vesting and exercisability of termination or the Unvested Portion of the Option (inclusive of the Accelerated Portion to the extent not then exercisable) shall automatically accelerate consistent with any vesting acceleration received by the Company’s executive officers upon the closing of such Change in Control. Employee understands and agrees that, except as modified by this Section 4(c), the Company will cancel Option is governed by the Options applicable plan, Notice of Grant and will issue fully paid shares in replacement Incentive Stock Option Award Agreement. Employee further acknowledges that, to the extent the Option constitutes an “incentive stock option” within the meaning of Section 422 of the Options (Internal Revenue Code, the amendments provided by this Section 4(c) shall cause the Option to no longer constitute an “Paid Shares”). The Company will pay incentive stock option” and that as a condition to any and all income taxes incurred by Executive from the issuance exercise of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperworkOption, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, Employee shall apply to any other options previously issued provide to the Executive, during or before the Term of the AgreementCompany adequate provisions for withholding taxes.

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of the fair market value of the date of the grant, $2.50 and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s 's termination for Cause, as defined herein; and (ii) the Executive’s 's voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying received by Executive upon the Options exercise of the options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Such agreement is in the form attached hereto as Exhibit A. Nothing herein shall effect any options that have previously been issued to the Executive. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Controltermination, the Company will cancel the Options option and will issue fully paid shares in replacement of the Options option (“"Paid Shares”"). The Company will pay any and all income taxes incurred by Executive executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Controltermination, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. The Executive shall be granted at or immediately following the closing of the Transaction nonqualified stock options ("Options") to purchase an aggregate acquire common stock of 400,000 shares the Company equal to 3.16% of Common Stock the common stock of the Company on a fully diluted basis determined at the time of grant taking into account all outstanding stock options and stock warrants and all stock options that may be issued by the Company. The stock options will be granted under a stock option plan to be adopted by the Company at an exercise price of $23.00 per share and shall have a term of ten years. The stock options shall vest at the fair market value rate of 25% per year beginning on the first anniversary of the closing date of the Transaction and the subsequent three anniversaries thereof in accordance with the terms of any such plan. In the event of: (i) a Change of Control, or (ii) a termination of Executive's employment by the Company without Cause in anticipation of and immediately before a Change of Control, the options shall be fully vested and, if prior to any shares of the Company being publicly traded, cancelled for a cash payment equal in the case of each option to the excess of the Change of Control consideration per share of the underlying common stock and the option's exercise price. Further, if Executive's employment is terminated by the Company without Cause and such termination is not in connection with a Change of Control, if the Options are not fully vested on the effective date of Executive's employment termination, the options shall be vested on a prorated basis for the vesting year in which the effective date of Executive's termination occurs, based on the ratio that the number of days that Executive was an employee of the Company in such vesting year is to 365 days, with such ratio applied to the number of options that would have vested in the vesting year if Executive's employment had not been terminated by the Company without Cause. The options shall otherwise be exercisable as the stock options vest. In the event of Executive's employment termination for any reason, the vested options shall be retained by Executive for the remainder of the option term and be fully exercisable, and the unvested options shall be forfeited as of the date of Executive's employment termination. During the grantperiod Executive's options remain outstanding, if the Company issues common stock, the Company shall issue such stock for adequate consideration to the extent required by applicable law. In addition to the grant of new stock options described in the immediately preceding paragraph, Executive shall retain 81,967 of the Company stock options granted to Executive on May 10, 2002 which are not surrendered and cancelled in accordance with a separate agreement between Executive and the Company concerning the surrender and cancellation of Company stock options, and the retained options shall be exercisable for a period treated as nonqualified stock options. The term of four such retained options shall be extended to the date that is ten (410) years from the date of vesting unless sooner terminatedthe closing of the Transaction, and shall be retained by Executive if he terminates employment with the Company during the option term for any reason. The retained options shall be fully exercisable during the option term and shall also be cancelled for a cash cancellation payment as described herein. The date of grant shall be in the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments immediately preceding paragraph in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splitsof a Change of Control. In addition, the Options shall automatically vest upon the happening number of shares of common stock of the following events: (i) change of control of Company subject to the Company, as defined herein; (ii) Constructive Termination, as defined herein, of options described in this Section 15 and the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive exercise price per option shall be entitled adjusted to register the reflect any stock underlying the Options provided hereunder on the terms dividend, stock split, reverse stock split, reclassification or similar corporate action. Any shares of Company stock acquired pursuant to an exercise of such options prior to any initial public offering of shares of Company stock shall be subject to appropriate "tag along" and conditions set forth in a registration "drag along" rights pursuant to an agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, entered into with the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementits shareholders.

Stock Options. The Executive shall be granted options At the Effective Time, each holder of a then outstanding option to purchase shares of Company Common Stock under any outstanding stock option plan or arrangement, including any outstanding stock option plan or arrangement which immediately prior to the Effective Time is then exercisable (a "Vested Option"), including the Company's Directors' Stock Option Plan, 1994 Stock Option and Grant Plan, as amended, 1997 Stock Option Plan (collectively, the "Option Plans") and those certain stock option agreements described in the Disclosure Schedule (as defined in Section 3.1, each an "Option" and collectively, the "Options") to purchase an aggregate ), but excluding those certain other stock option agreements described in the Disclosure Schedule (the "Excluded Options"), shall, in settlement thereof, receive for each share of 400,000 shares of Company Common Stock at subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the excess of the Merger Consideration over the per share exercise price of such Option to the fair market value extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the date Option Consideration, each Option shall be cancelled in accordance with its terms or the terms of the grant, and applicable Option Plan. All Options which are not Vested Options shall be exercisable for a period of four (4) years from cancelled in accordance with their terms or the date of vesting unless sooner terminated, as described hereinapplicable Option Plan. The date surrender of grant an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In additionTime, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersto obtain all necessary consents or releases from holders of Options and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.5. All Option Plans and option agreements executed pursuant thereto, directorsother than the Excluded Options (an "Option Agreement"), auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement shall terminate as promptly as practicable. Upon any termination of the ExecutiveEffective Time and the provisions in any other plan, program or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from arrangement providing for the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.or

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminatedreceive, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date ------------- Date, an option to purchase 130,000 shares of this Agreementcommon stock of the Company divided into Tranche A and Tranche B of 65,000 shares each (the "Option"), which Option shall be a "non-qualified stock option" for federal income tax purposes. The number of shares subject to the Option shall be adjusted for stock splits, stock combinations or stock dividends but not for equity additions. The Option exercise price shall be $40 per share, subject to anti-dilution provisions relating reduction to adjustments $35 per share on March 31, 1997 in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splitsIPO and the Acquisition have not occurred by such date. In additionExcept as provided in Sections 5 and 6 below, the Options Option shall automatically vest upon the happening with respect to 20% of the following events: shares covered thereby as of the completion of each year of Executive's employment beginning on the Effective Date. Upon termination of the Employment Term for any reason, that portion of the Option that is not vested (iafter giving effect to any acceleration of vesting pursuant to Sections 5 and 6) change shall expire and be forfieted. The Option shall have a 10 year term; provided, however, that in the event of control earlier termination of the Employment Term, the Option shall expire 90 days after the date of such termination if such termination is pursuant to Sections 5.3 or 5.6, and shall expire nine months after the date of such termination if such termination is for any other reason. Executive shall be credited with any dividends attributable to shares covered by the Option other than regular dividends paid out of the Company's current earnings in accordance with a multi-year dividend policy adopted and consistently applied by the Board (it being understood that, as defined herein; (ii) Constructive Terminationsince the Company's current policy is not to pay regular dividends, as defined hereinthe payment of dividends under a new dividend policy that is intended in good faith to result in periodic dividends over a multi-year period shall be deemed regular dividends). Payment of such credited dividends shall be made at the time of, and only if and to the extent that, the Option becomes vested and the shares are purchased upon exercise of the ExecutiveOption; and (iii) termination of provided, however, that the Executive other than for Cause, as defined herein. The unvested Options shares subject to the Option shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register receive the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive proceeds of, and the Company. The Company related exercise price shall file such Registration Statement not be adjusted on account of, the $55.0 million special dividend as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined described in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementCompany's 1996 S-2 filing.

Stock Options. The Stock Options held by Executive become exercisable upon a Change of Control according to the terms of the Companies’ Stock Option Plans and any option agreements affecting outstanding option grants, as interpreted by the Companies’ Stock Option Committee as such Committee existed immediately prior to the Change of Control. In computing and determining Severance Benefits under Sections 4(a) and (b), above, a decrease in Executive’s salary or incentive bonus potential shall be granted options ("Options") disregarded if such decrease occurs within six months before a Change of Control, is in contemplation of such Change of Control, and is taken to purchase an aggregate avoid the effect of 400,000 shares this Agreement should such action be taken after such Change of Common Stock at an exercise price Control. In such event, the salary and incentive bonus potential used to determine Severance Benefits shall be that in effect immediately before the decrease that is disregarded pursuant to this Section 4. Unless Executive elects to defer the receipt of any applicable Severance Benefits in accordance with the provisions of Section 409A of the fair market value Internal Revenue Code of 1986, as amended (the “Code”) and related Treasury Regulations, the Severance Benefits provided in Sections 4(a) and (b) above shall be paid not later than 45 business days following the date Executive’s employment terminates. Notwithstanding the foregoing, in the event Executive is a “specified employee” as defined in Section 409A of the Code, any payments under this Agreement due to a separation from service and subject to Section 409A of the Code shall be delayed until a date that is six months after the date of the grantseparation from service (or, and shall be exercisable for a period of four (4) years from if earlier, the date of vesting unless sooner terminated, as described hereindeath of Executive). The Payments to which a “specified employee” would otherwise be entitled during the first six months following the date of grant separation shall be accumulated and paid as of the first day of the seventh month following the date of separation from service. Executive acknowledges and agrees that the Severance Benefits provided in this Section 4 shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject sole benefits payable to anti-dilution provisions relating to adjustments Executive in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) any “change of control of the Company, as defined herein; control” (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon under any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50definition) of the option on the date of termination or Change in ControlCompanies, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay Executive hereby waives and relinquishes any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination rights or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to benefits under any other options previously issued “change of control” provision applicable to Executive with respect to his employment by State Auto. Executive also acknowledges and agrees that receipt of any Severance Benefits provided in this Section 4 shall be subject to and conditioned on Executive executing a general release and waiver of any claims against the Executive, during or before the Term of the AgreementCompanies.

Stock Options. The Subject to the resumption of trading of the Company’s Common Stock, the Company shall grant Executive shall be granted options an option ("Options"the “Executive Option”) to purchase an aggregate of 400,000 50,000 shares of the Company’s Common Stock at an exercise price of (“Shares”) under the fair market value of the date of the grant, and Company’s 2000 Management Stock Option Plan. The Executive Option shall be exercisable for a period of four (4) 10 years from the date of vesting unless sooner terminated, as described herein. The date of grant and shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and the applicable Stock Option Agreement between Executive and the Company, a form of which is annexed hereto. The Executive Option shall vest over a 2-year period. Upon the execution of this Agreement, the Executive Option shall be one-third vested. Thereafter, the remaining unvested portion of the Executive Option shall vest at the rate of 50% per year; provided that the Executive Option shall vest in its entirety and become fully exercisable upon the earliest to occur of: (i) Executive’s resignation “For Good Reason” (as defined below), (ii) the Company’s termination of Executive’s services hereunder, other than “For Cause” (as defined below), or (iii) a “Change of Control” (as defined below) of the Company. To the extent the Executive Option vests and becomes exercisable pursuant to this Section 5, it shall remain exercisable for the 90 day period immediately following the date of the applicable resignation, termination or Change of Control. Any unvested portion of the Executive Option on the date of Executive’s resignation or termination, as applicable, shall be forfeited. In the event of vesting of the Executive Option on account of a Change of Control, the Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel to ensure that such vesting shall take place sufficiently in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination advance of the Executive, or if there shall Change of Control (but subject to its occurrence) to permit Executive to take all steps reasonably necessary to exercise the Executive Option and to take such action with respect to the Shares purchased under the Executive Option so that those Shares may be a Change in Control as defined treated in the Agreement, and if same manner in connection with the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) Change of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well Control transaction as the accelerated vesting provisions above, shall apply to any Shares of other options previously issued to the Executive, during or before the Term of the AgreementCompany shareholders.

Stock Options. The Executive shall Subject to approval of the Parent’s board of directors (the “Parent Board”), promptly following the Commencement Date, you will be granted options ("Options") an option to purchase an aggregate of 400,000 Class B common shares of Common Stock at an Parent’s capital with a grant date fair value (determined using the Black-Scholes model and based on a US$2.1 billion equity valuation) of US$1,000,000 (the “Commencement Options”). Subject to your continued employment with the Company through the applicable vesting date, one-third (1/3rd) of the Commencement Options shall vest and become exercisable on each of the first three anniversaries of the Commencement Date. The Commencement Options will have a per share exercise price of equal to the fair market value of a Class B common shares of Parent’s capital on the date of grant (as determined by the grant, Parent Board) and shall will otherwise be exercisable for a period of four (4) years from subject to the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary terms and conditions of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; Parent’s Stock Option Plan and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary terminationan option agreement evidencing such award. In the event this Agreement is not renewed or the Executive that your employment is terminated by the Company without Cause (other than on account of your death or disability) or by you with Good Reason, and subject to your timely execution of a Release (as defined in Section 12 below), one hundred percent (100%) of any then-unvested Commencement Options shall vest and become exercisable upon such termination. For the avoidance of doubt, if your employment is terminated for Causeany reason other than by the Company without Cause or by you with Good Reason, prior to the Executive date all Commencement Options have vested, any then-unvested Commencement Options will automatically be forfeited for no consideration. You shall be entitled eligible to register receive additional equity incentive awards as determined by the stock underlying Parent Board (or a committee thereof) from time to time subject to and in accordance with the Options provided hereunder on terms of the equity incentive plan or plans in effect from time to time. The amount and the terms and conditions set forth of any such awards shall be determined by the Parent Board (or a committee thereof) in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors discretion and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there nothing herein shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply entitle you to any other options previously issued to the Executive, during specific award or before the Term of the Agreementany specific terms.

Stock Options. The Executive Subject to the approval of the Compensation Committee of the Board of Directors, you will be eligible for discretionary grants of options to purchase Class A common stock of the Company under the Entercom 1998 Equity Compensation Plan (the “Plan”). Such options will have a ten-year term and will vest 25% per year at the end of each of the first four years of full time employment following the grant. If your employment with the Company is terminated for Cause (as defined in the Plan) all unexercised options will be forfeited in accordance with the terms of the Plan. If your employment is terminated by the Company without Cause all option grants not then vested will continue to vest as set forth in paragraph 10(b) hereof (or paragraph 8 in the case of a termination or Constructive Termination incident to a Change of Control); except that, if such termination is due to your death or disability, the vesting of options shall be granted as provided in the Plan. Any vested options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price the time of the fair market value termination of your employment by the Company without Cause or by reason of your death or disability, or which later vest as provided in this Agreement, may be exercised at any time within the shorter of the date expiration of the grant, and shall be exercisable for a period original ten year term of four (4) the option in question or three years from the date of vesting unless sooner terminatedtermination. The foregoing notwithstanding, if you violate any of the Restrictive Covenants contained in paragraph 11 hereof, all unexercised options will be forfeited. Such options will contain such other terms as determined by the Compensation Committee of the Board of Directors. Any option grants hereunder shall be adjusted for any dilution event as described hereinin paragraph 3(b)of the Plan. The date of grant shall All existing option grants that you now hold will be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject modified to anti-dilution provisions relating to adjustments in the event provide for vesting and that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, they will be exercisable as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth above and in a registration rights agreement to be mutually agreed upon by paragraphs 8 and between Executive and the Company. The Company shall file such Registration Statement 10(b) as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementappropriate.

Stock Options. The Executive shall Upon commencement of employment, Employee will be granted options ("Options") an option to purchase an aggregate of 400,000 250,000 shares of Common the Company’s common stock (the “Option”) under the Company’s 2004 Stock Incentive Plan at an exercise price equal to the closing price (i.e. the last sale price) of the fair market value Company’s common stock on the date Employee’s employment with the Company commences. The Option shall vest in equal quarterly installments over a four-year period immediately following the grant. The option agreement will provide for partial acceleration of vesting in the event of a Corporate Transaction involving the Company (as defined in the Stock Incentive Plan) as follows: vesting will accelerate so that those shares that would have vested within twelve (12) months after the date of the grantCorporate Transaction will be deemed to be vested and exercisable immediately prior to the specified effective date of such Corporate Transaction, provided that the Employee’s employment has not terminated prior to such date. Vesting will not accelerate if the Option is assumed by the successor entity or replaced with a comparable cash incentive program, unless Employee’s employment is terminated within 12 months after the Corporate Transaction by the successor without Cause, in which event, the deemed vesting will be given effect and the affected shares shall be deemed exercisable and salable under the terms of the Plan, and shall be exercisable for a period of four (4) years from if such events are no longer possible due to changed circumstances, the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments survivor in the event Corporate Transaction will be required to provide the economic benefit otherwise available to Employee. Employee agrees that she will not exercise the CompanyOption, among other thingseven if vested, declares stock dividends, effects forward or reverse stock splits. In addition, until the Options shall automatically vest upon the happening earlier of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executiveday following the consummation of the spin-off the Company’s termination for Causecommon stock by PC Mall, as defined herein; and Inc. or (ii) 18 months from the Executiveclosing date of the Company’s voluntary terminationinitial public offering. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall Vesting of Employee’s Option will be entitled subject to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon Employee’s continued employment by and between Executive and the Company. The Company Option shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any expire 90 days after Employee’s termination of employment with the Executive, or if there Company for any reason. Employee’s entitlement to the Option is conditioned upon the execution by Employee and the Company of a stock option agreement and shall be a Change in Control as defined in subject to its terms and the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) terms of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementStock Incentive Plan.

Stock Options. The Upon adoption of a stock option plan by Atlas Therapeutics Corporation, a Nevada corporation and the parent of the Company (“Atlas”) and its shareholders (the “Stock Option Plan”), the Company shall cause Atlas (subject to the approval of the Board of Directors or Compensation Committee of Atlas) to grant to the Executive shall be granted options a stock option ("Options"the “Stock Option”) to purchase an aggregate such number of 400,000 shares of Common Stock at of Atlas consistent with the option awards granted to similarly situated executives, as determined by the Board of Directors or Compensation Committee of Atlas after consultations with the Executive. The Stock Option shall be subject to all the terms and conditions of the Stock Option Plan and all rules and regulations of the Securities and Exchange Commission applicable to stock option plans then in effect. The Stock Option shall have an exercise price of per share equal to the fair market value of the Common Stock of Atlas on the date of the grant, and shall be exercisable for a period as determined by the Board of four Directors of Atlas (4) years from or the date of vesting unless sooner terminated, as described hereinCompensation Committee thereof). The date of grant shall be Stock Option will vest equally over the Effective Date four-year Term of this Agreement. The Options shall vest in installments Agreement with 25% of 100,000 options each, the Stock Option vesting on each anniversary of the Effective Date of this AgreementDate, subject to anti-dilution provisions relating Executive’s continued employment with the Company on each such vesting date; provided, however, that any and all unexercised Stock Options (whether vested or unvested) shall be subject to adjustments immediate cancellation and termination in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: termination of this Agreement by the Company for Cause (i) change of control of the Company, as defined herein; below). No right to any Common Stock of Atlas is earned or accrued until such time that vesting occurs (ii) Constructive Terminationsubject to Executive being employed and in good standing hereunder on each vesting date), as defined herein, of nor does the Executive; and (iii) termination of the Executive other than for Cause, as defined hereingxxxx xxxxxx any right to continued vesting or employment. The unvested Options Stock Option shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, expire as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementStock Option Plan.

Stock Options. The Executive On the Effective Date, the Company shall be granted options grant to ------------- the Executive, pursuant to the terms of the Company's 2000 Stock Incentive Plan (the "OptionsStock Incentive Plan") and the Company's 1991 Stock Option Plan (the "Stock Option Plan"), options to purchase an in the aggregate of 400,000 200,000 shares of Common Stock at common stock of the Company having an exercise price of equal to the fair market value of the date Company's common stock as of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date and which shall have such other terms and be subject to such conditions as are set forth in the form of this Agreement. The Options Stock Option Agreement typically used by the Company under the Stock Incentive Plan and the Stock Option Plan, respectively; provided, however, that of the aggregate 200,000 shares subject to the options, 50,000 shall be vested on the Effective Date, 50,000 shares shall vest in installments of 100,000 options each, equal one-third increments on each of the first three anniversaries of the Effective Date, provided that the Executive is employed by the Company as of the dates of vesting, and the balance of the shares shall vest in equal one-fifth increments on each of the first five anniversaries of the Effective Date, provided that the Executive is employed by the Company as of the dates of vesting. In the event the Executive's employment is terminated by the Company without Cause (as defined below) or the Executive resigns with Good Reason (as defined below), then that portion of any option (including any additional options that may be granted to the Executive after the Effective Date) that would have vested at the next anniversary of the Effective Date following the Date of this Termination shall be and become fully vested on the Date of Termination and, notwithstanding any provision to the contrary in the applicable Stock Option Agreement, subject any option held by the Executive to anti-dilution provisions relating to adjustments in the event that extent then vested, may be exercised and shall not expire until the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, earlier of (A) the Options shall automatically vest upon the happening expiration of the following events: (i) change of control of the Company, option term as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary Stock Option Agreement or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination (B) the expiration of the Executive, or if there shall be a Change severance period set forth in Control as defined Section 13(e)(ii). In addition to the grant set forth in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Controlthis Section, the Company will cancel Board or the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement Compensation Committee thereof may grant to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits such other and additional awards under the applicable taxes on the Paid Shares issued Stock Incentive Plan (or any successor plan) as may from time to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementtime be deemed appropriate.

Stock Options. The Executive On the Effective Date or the date Contractor commences Services for the Company, whichever is later, the Company shall be granted grant Contractor non-statutory stock options ("Options") to purchase an aggregate of 400,000 600,000 shares of Common Stock at Class B common stock of the Company (“Options”). The Options will have a ten-year term and an exercise price equal to $2.00 per share. One-third (1/3) of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall total Option shares will vest in installments of 100,000 options each, on each anniversary of the Effective Date subject also to the pro rata vesting set forth in this Section 3(c). The Options will be subject to the terms and conditions of this the 2006 Equity Investment Plan and applicable Form of Stock Option Agreement, subject as they may be amended from time to anti-dilution provisions relating to adjustments time by the Compensation Committee of the Board in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splitsits sole discretion. In additionUpon a Change of Control, the Options shall will automatically vest upon provided Contractor is performing Services at the happening time of the following events: Change of Control. Options and option shares shall be nonvoting ownership and shall have only those rights as determined by the Compensation Committee of the Board in its sole discretion. If Contractor’s Services are terminated for Cause, all vested and unvested Options and option shares will be forfeited without further action. If Contractor’s Services are terminated for any other reason other than for Cause then (i) change of control Contractor shall retain Options and option shares that were vested as of the Company, as defined hereindate immediately preceding the Termination Date; and (ii) Constructive TerminationContractor shall become vested in additional Options automatically on the Termination Date which shall be calculated by the following formula (which shall be rounded to the nearest whole number of Options): (F/365) X 200,000, as defined herein, where F is the number of calendar days between the immediately preceding anniversary of the ExecutiveEffective Date (or the Effective Date if no such anniversary thereof shall have occurred) and the Termination Date; and (iii) termination of the Executive other than for Cause, as defined herein. The remaining unvested Options shall automatically terminate upon the happening of the following: and option shares will be forfeited. Options not exercised by Contractor within ninety (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (3090) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of after the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options Termination Date will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementbe forfeited.

Stock Options. Executive shall receive a stock option grant of 500,000 shares of Company common stock (the "Option Shares"). The Option Shares will vest over a five (5) year period from the Effective Date; provided that Executive is employed as of any vesting date and if Executive is terminated for cause, all unvested stock will be forfeited and cancelled; and provided further that Executive shall be granted options fully vested in any, then unvested Option Shares ("Options"A) to purchase an aggregate of 400,000 shares of Common Stock at an exercise price in the event of the fair market value termination of Executive's employment by the Company other than for Cause (as defined below), (B) upon the consummation of a Change in Control, or (C) upon the death or disability of the Executive. This stock option grant shall be under the Company 2002 Incentive Stock Option Plan and the parties shall enter into a separate stock option agreement reflecting the terms of this stock option grant. The stock option grant shall provide that any vested options, may be exercised at any time within 7 years after the date of vesting, except that any options that vest because of an event described in (A), (B) or (C) may be exercised only during the grant, and shall be exercisable for a seven (7) year period beginning on occurrence of four (4) years from the date of vesting unless sooner terminated, as described hereinevent. The date of stock option grant shall be further provide that, if at any time when there is not an effective Registration Statement on Form S-8 covering the Effective Date of this Agreement. The Options option shares, the Company shall vest in installments of 100,000 options each, on each anniversary of determine to prepare and file with the Effective Date of this Agreement, subject to anti-dilution provisions Securities and Exchange Commission a registration statement relating to adjustments in an offering for its own account or the event that account of others under the CompanySecurities Act of 1933 of any of its equity securities, among other things, declares stock dividends, effects forward than on Form S-4 or reverse stock splits. In additionForm S-8 (each as promulgated under the Securities Act), the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of Company provide the Executive other than for Causewith written notice of such determination and, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or if the Executive is terminated other than for Causeso desires, the Company will cause the registration under the Securities Act of such number of option shares as the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Companydesignate. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersto register, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination maintain the effectiveness of the Executiveregistration, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) for resale all of the option on Option Shares granted to Executive pursuant to a Form S-8 (or any successor form) registration statement under the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementSecurities Act.

Stock Options. The Subject to the approval of the Board, the Company will grant Executive shall be granted options ("pursuant to the terms of the Company’s 2017 Equity Incentive Plan, as amended (the “Plan”), and applicable law) (the “Options"”) to purchase an aggregate of 400,000 320,000 shares of Common Stock at the Company’s common stock for an exercise price of equal to the fair market value of on the date of the grant. One-third of the shares subject to the Option shall vest on the one year anniversary of the vesting commencement date of the Option, and the remaining shares subject to the Option shall be exercisable for vest in a period series of four 24 equal monthly installments thereafter, subject to Executive’s Continuous Service (4as defined in the Plan) years from on each such vesting date. Notwithstanding anything to the contrary set forth in the Plan or any award agreement, if the Company consummates a Change in Control (as that term is defined in the Plan) and subject to (i) Executive’s Continuous Service through the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary consummation of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments Change in the event that the Company, among other things, declares stock dividends, effects forward Control or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) Continuous Service by the Executive’s voluntary termination. In the event this Agreement is not renewed Company without Cause or by the Executive is terminated other than for CauseGood Reason within 90 days prior to the consummation of a Change in Control, Executive shall vest immediately prior to such Change in Control as to 100% of her otherwise unvested time-based equity awards (the “Single Trigger Acceleration”), provided, however, that in exchange for the Single Trigger Acceleration, the Company may require Executive shall be entitled to register execute and deliver to the stock underlying Company a signed and dated general release of all known and unknown claims in substantially the Options provided hereunder on form attached hereto as Exhibit A (the terms and conditions “Release”) within the applicable deadline set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expensetherein. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable register the shares subject to file and cause to become effective such the Option on a Registration Statement on Form S-8 as promptly soon as practicable. Upon any termination of reasonably practicable after the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementEffective Date.

Stock Options. The Executive shall be granted at or immediately following the closing of the Transaction nonqualified stock options ("Options") to purchase an aggregate acquire common stock of 400,000 shares the Company equal to 3.16% of Common Stock the common stock of the Company on a fully diluted basis determined at the time of grant taking into account all outstanding stock options and stock warrants and all stock options that may be issued by the Company. The stock options will be granted under a stock option plan to be adopted by the Company at an exercise price of $23.00 per share and shall have a term of ten years. The stock options shall vest at the fair market value rate of 25% per year beginning on the first anniversary of the closing date of the Transaction and the subsequent three anniversaries thereof in accordance with the terms of any such plan. In the event of: (i) a Change of Control, or (ii) a termination of Executive's employment by the Company without Cause in anticipation of and immediately before a Change of Control, the options shall be fully vested and, if prior to any shares of the Company being publicly traded, cancelled for a cash payment equal in the case of each option to the excess of the Change of Control consideration per share of the underlying common stock and the option's exercise price. Further, if Executive's employment is terminated by the Company without Cause and such termination is not in connection with a Change of Control, if the Options are not fully vested on the effective date of Executive's employment termination, the options shall be vested on a prorated basis for the vesting year in which the effective date of Executive's termination occurs, based on the ratio that the number of days that Executive was an employee of the Company in such vesting year is to 365 days, with such ratio applied to the number of options that would have vested in the vesting year if Executive's employment had not been terminated by the Company without Cause. The options shall otherwise be exercisable as the stock options vest. In the event of Executive's employment termination for any reason, the vested options shall be retained by Executive for the remainder of the option term and be fully exercisable, and the unvested options shall be forfeited as of the date of Executive's employment termination. During the grantperiod Executive's options remain outstanding, if the Company issues common stock, the Company shall issue such stock for adequate consideration to the extent required by applicable law. In addition to the grant of new stock options described in the immediately preceding paragraph, Executive shall retain 81,967 of the Company stock options granted to Executive on May 10, 2002 which are not surrendered and cancelled in accordance with a separate agreement between Executive and the Company concerning the surrender and cancellation of Company stock options, and the retained options shall be exercisable for a period treated as nonqualified stock options. The term of four such retained options shall be extended to the date that is ten (410) years from the date of vesting unless sooner terminatedthe closing of the Transaction, and shall be retained by Executive if he terminates employment with the Company during the option term for any reason. The retained options shall be fully exercisable during the option term and shall also be cancelled for a cash cancellation payment as described herein. The date of grant shall be in the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments immediately preceding paragraph in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splitsof a Change of Control. In addition, the Options shall automatically vest upon the happening number of shares of common stock of the following events: (i) change of control of Company subject to the Company, as defined herein; (ii) Constructive Termination, as defined herein, of options and the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive exercise price per option shall be entitled adjusted to register the reflect any stock underlying the Options provided hereunder on the terms dividend, stock split, reverse stock split, reclassification or similar corporate action. Any shares of Company stock acquired pursuant to an exercise of such options prior to any initial public offering of shares of Company stock shall be subject to appropriate "tag along" and conditions set forth in a registration "drag along" rights pursuant to an agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, entered into with the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementits shareholders.

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate a total of 400,000 250,000 shares of Common the Company’s common stock (the “Option Grant”), subject to the approval of the Compensation Committee. These Stock at Options shall have a 10-year term and an exercise price of equal to the fair market value of the date Company’s common stock on the grant date, which is typically the closing price per share on the third trading day after the Company publicly announces its next annual or quarterly financial results, immediately following the start of employment. The Stock Options shall be granted pursuant to and be subject to the terms of the grant2006 Long Term Equity Incentive Plan (the “Plan”) and customary grant agreements. The Stock Options shall vest and become exercisable in equal tranches on the first, second and third anniversaries of the grant date, subject to the Executive’s continued employment with the Company on each vesting date, and further subject to accelerated vesting under the Plan, the grant agreement and the terms of this Agreement; provided that in the event of the Executive’s termination by the Company without Cause, the Executive’s resignation with Good Reason or upon a Change of Control (as defined below), the Executive shall immediately be fully vested in all of the Stock Options and all of such Stock Options shall remain exercisable for a period of four twelve (412) years from months following such termination. Except as provided in the date of vesting unless sooner terminatedpreceding sentence, as described herein. The date of grant any unvested options shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date forfeited upon termination of this Agreement, and any options that are vested but unexercised upon termination shall be subject to anti-dilution provisions relating to adjustments in the terms and conditions of the Plan or, if applicable, the last sentence of Section 1.4(c) hereof. In the event that the CompanyCompany elects from time to time during the Employment Period to award to its senior management or executives, among other thingsgenerally, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control options to purchase shares of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed stock pursuant to any stock option plan or the Executive is terminated other than for Causesimilar program, the Executive shall be entitled to register participate in any such stock option plan or similar program on a basis consistent with the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and participation of other senior management or executives of the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. Executive shall receive a stock option grant of 4,000,000 shares of Company common stock (the "Option Shares"). The Option Shares will vest over a five (5) year period from the Effective Date; provided that Executive is employed as of any vesting date and if Executive is terminated for cause, all unvested stock will be forfeited and cancelled; and provided further that Executive shall be granted options fully vested in any then unvested Option Shares ("Options"A) to purchase an aggregate of 400,000 shares of Common Stock at an exercise price in the event of the fair market value termination of Executive's employment by the Company other than for Cause (as defined below), (B) upon the consummation of a Change in Control, or (C) upon the death or disability of the Executive. This stock option grant shall be under the Company 2002 Incentive Stock Option Plan and the parties shall enter into a separate stock option agreement reflecting the terms of this stock option grant. The stock option grant shall provide that (i) any vested options may be exercised at any time within 7 years after the date of vesting, except that any options that vest because of an event described in (A), (B) or (C) may be exercised only during the seven (7) year period beginning on occurrence of the vesting event. The stock option grant shall further provide that, if at any time when there is not an effective Registration Statement on Form S-8 covering the option shares, the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933 of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), the Company provide the Executive with written notice of such determination and, if the Executive so desires, the Company will cause the registration under the Securities Act of such number of option shares as the Executive shall designate. The Company shall use its best efforts to register, and maintain the effectiveness of the registration, for resale all of the Option Shares granted to Executive pursuant to a Form S-8 (or any successor form) registration statement under the Securities Act. Additionally, any stock options granted Executive prior to this employment agreement that are vested or being vested as of the date of the grant, and shall this agreement may be exercisable for a period of four (4) exercised at any time within 7 years from after the date of vesting unless sooner terminated, as described hereinexecutive's termination for any reason. The date of grant stock option grants shall be further provide that, if at any time when there is not an effective Registration Statement on Form S-8 covering the Effective Date of this Agreement. The Options option shares, the Company shall vest in installments of 100,000 options each, on each anniversary of determine to prepare and file with the Effective Date of this Agreement, subject to anti-dilution provisions Securities and Exchange Commission a registration statement relating to adjustments in an offering for its own account or the event that account of others under the CompanySecurities Act of 1933 of any of its equity securities, among other things, declares stock dividends, effects forward than on Form S-4 or reverse stock splits. In additionForm S-8 (each as promulgated under the Securities Act), the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of Company provide the Executive other than for Causewith written notice of such determination and, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or if the Executive is terminated other than for Causeso desires, the Company will cause the registration under the Securities Act of such number of option shares as the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Companydesignate. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersto register, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination maintain the effectiveness of the Executiveregistration, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) for resale all of the option on Option Shares granted to Executive pursuant to a Form S-8 (or any successor form) registration statement under the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementSecurities Act.

Stock Options. The Executive shall Employee has been granted any may in the future be granted options ("the “Company Options"”) to purchase an aggregate Company shares. The Employee shall be permitted to transfer Company Options only with the approval of 400,000 shares of Common Stock IAC, so long as IAC beneficially owns at an exercise price least 15% of the fair market value voting power of the Company shares. Notwithstanding the foregoing, any Company Options which were granted to the Employee prior to July 1, 2004 and approved for transfer by the Company’s Board of Directors prior to the date hereof may be so transferred by the Employee without IAC’s approval. Other than terms mentioned herein, the Company Options shall be subject to the terms and conditions of the grant, applicable Company share option plan and shall be exercisable for a period of four (4) years from any related stock option agreement in effect at the date of vesting unless sooner terminated, as described herein. The date time of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this AgreementCompany Option; provided that, subject to anti-dilution provisions relating to adjustments in the event that of a Change in Control, and a Termination by the Company, among other things, declares stock dividends, effects forward Employee with Good Reason or reverse stock splits. In addition, a Termination by the Options shall automatically vest upon the happening of the Company without Cause following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Causesuch Change in Control, the Executive shall be entitled to register immediate vesting for an additional 12 months for the stock underlying the remaining Company Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement that are unvested as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination the Termination by the Employee with Good Reason or Termination by the Company without Cause following the Change in Control. In addition, for Company Options granted prior to July 1, 2004, in the event of a Change in Control, a Termination by the Employee with Good Reason or a Termination by the Company will cancel without Cause, the Employee shall be entitled to immediate vesting for an additional 12 months for the remaining Company Options and will issue fully paid shares in replacement that are unvested as of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination the Termination by the Employee with Good Reason, Termination by the Company without Cause or the Change in Control. With respect to the Company Options granted prior to July 1, 2004, the definition of Change in Control shall not include, for purposes of construing the effect of a change in control on those options will remain exercisable over under the initial term. The provisions share option plan and any related stock option agreement in effect at the time of the three preceding sentencesgrant, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term for purposes of the Agreementforegoing sentence, references to IAC, Xxxxx Xxxxxx, Liberty Media Corporation and their respective Affiliates and shall not include the final paragraph of the definition.

Stock Options. The Executive shall be granted additional options ("Options") to purchase an aggregate of 400,000 30,000 shares of Common the NBI’s common stock (the “Option Grant”), subject to the approval of the Compensation Committee. These Stock at Options shall have a 10-year term and an exercise price of equal to the fair market value of NBI’s common stock on the date grant date, which is typically the closing price per share on the third trading day after NBI publicly announces its next annual or quarterly financial results, immediately following the start of employment. The Stock Options shall be granted pursuant to and be subject to the terms of the grant2006 Long Term Equity Incentive Plan (the “Plan”) and customary grant agreements. The Stock Options shall vest and become exercisable in equal tranches on the first, second and third anniversaries of the grant date, subject to the Executive’s continued employment with the Company on each vesting date, and shall be exercisable for a period of four (4) years from further subject to accelerated vesting under the date of vesting unless sooner terminatedPlan, as described herein. The date of the grant shall be agreement and the Effective Date terms of this Agreement. The Options shall vest ; provided that in installments of 100,000 options each, on each anniversary the event of the Effective Date Executive’s termination by the Company without Cause, the Executive’s resignation with Good Reason or upon a Change of Control (as defined below), the Executive shall immediately be fully vested in all of the Stock Options. Except as provided in the preceding sentence, any unvested options shall be forfeited upon termination of this Agreement, and any options that are vested but unexercised upon termination shall be subject to anti-dilution provisions relating to adjustments in the terms and conditions of the Plan or, if applicable, the last sentence of Section 1.4(c) hereof. In the event that the CompanyCompany elects from time to time during the Employment Period to award to its senior management or executives, among other thingsgenerally, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control options to purchase shares of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed stock pursuant to any stock option plan or the Executive is terminated other than for Causesimilar program, the Executive shall be entitled to register participate in any such stock option plan or similar program on a basis consistent with the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and participation of other senior management or executives of the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. The Company shall adopt a stock option plan, and make the grant required below, on or before the expiration of a period of thirty (30) days from the date of this Agreement (the "ADOPTION PERIOD"), which plan and option grant, except as provided herein, shall not include any vesting, exercise, forfeiture or other limitations on shares of Company stock for which options are granted to Executive. Failure by the Company to adopt such plan within the required Adoption Period shall, for the purposes of this Agreement, constitute "Good Reason" for which the Executive may terminate at any time and shall be treated as is Executive terminated for Good Reason as of such date. Subject to the adoption of such stock option plan by the Company within the required Adoption Period, Executive will be granted options ("Options") under such stock option plan an option to purchase an aggregate of 400,000 up to 5,000,000 shares of the Common Stock at an exercise price of the fair market value Company (the "OPTION SHARES"), for the sum of $.40 per share. The option shall terminate on the tenth (10th) anniversary of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and subject to the conditions set forth in a registration stock option agreement, Executive's rights agreement with respect to be mutually agreed upon up to 1,500,000 of the Option Shares shall vest in accordance with the following schedule: LENGTH OF TIME EMPLOYED NUMBER OF OPTION SHARES ----------------------- ----------------------- 0 months 500,000 12 months 1,000,000 Executive's rights with respect to the remaining Option Shares shall vest on the fifth (5th) anniversary of the Commencement Date if the Executive is then employed by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be earlier, if the bid price for the Company's Common Stock on the open market reaches or exceeds, and remains at for a Change period of at least ten (10) consecutive trading days, the following levels, in Control as defined accordance with the following schedule (subject to an appropriate adjustment in the Agreement, number of Option Shares and if bid price in the 5 day average closing event of a stock price is equal to split or greater than the exercise price ($2.50) of the option on the date of termination a reverse stock split or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.capitalization event): BID PRICE NUMBER OF OPTION SHARES --------- -----------------------

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate At the close of 400,000 shares of Common Stock at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be business on the Effective Date of this Agreementthe Reorganization, the Holding Company will assume all of the Bank's rights and obligations under the Mission National Bank 1999 Stock Option Plan (the "Stock Option Plan") and under each outstanding stock option agreement evidencing an option (whether an incentive stock option or a nonstatutory stock option) previously granted under the Stock Option Plan. The Options Stock Option Plan shall vest in installments become the "MNB Holdings Corporation Stock Option Plan" and by virtue of 100,000 options eachsuch assumption, all rights of an optionee with respect to the common stock of the Bank shall become the same right with respect to the common stock of the Holding Company, on each anniversary a one-for-one basis. Each such option, subject to such modifications as may be appropriate or required, and subject to the requirements of the Securities Act of 1933, as amended, and the California Corporate Securities Law of 1968, shall constitute a continuation of the option, substituting the Holding Company for the Bank. The option vesting period and price per share of Holding Company common stock at which such option may be exercised shall be the same vesting period and price as were applicable to the purchase of Bank common stock, and all other terms and conditions applicable to the option shall, except as may be otherwise provided herein, be unchanged. Each option granted pursuant to the Stock Option Plan, from and after the close of business on the Effective Date of this Agreementthe Reorganization, subject shall constitute an option granted by the Holding Company and outstanding pursuant to anti-dilution provisions relating to adjustments in the event that MNB Holdings Corporation Stock Option Plan. Promptly after the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In additionEffective Date of the Reorganization, the Options shall automatically vest upon Holding Company will prepare and file with the happening Securities and Exchange Commission a registration statement on Form S-8 under and pursuant to the Securities Act of 1933, as amended, for the purpose of registering the maximum number of shares of the following events: (i) change of control common stock of the CompanyHolding Company to which the holders of options granted and outstanding, as defined herein; (ii) Constructive Terminationor to be granted and outstanding, as defined herein, of under the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed Stock Option Plan or the Executive is terminated other than for Cause, the Executive shall MNB Holdings Corporation Stock Option Plan may be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreemententitled.

Stock Options. The Executive shall be granted All options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of stock in the fair market value Company ------------- that are held by Consultant as of the date of the grant, this Agreement and that are not vested shall be exercisable for a period of four (4) years from vest on the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options All unexercised options held by Consultant shall vest expire in installments of 100,000 accordance with the applicable plan or agreement governing such options. Consultant shall be entitled to receive additional options each, on each anniversary to acquire stock of the Effective Date Company during the Consulting Period in an amount to be determined by the Board of Directors on the recommendation of the Chairman, but shall receive at least options to purchase a number of shares of the Company equal to 90 per cent of the average number of shares provided in options granted to the Chairman, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Executive Vice President. The calculation of such shares shall be equitably adjusted for unusual circumstances including, without limitation, (i) any initial extraordinary grant to a newly hired officer to fill a vacancy in any of those positions shall be excluded from the calculation, but subsequent grants in the ordinary course to such new officer shall be included, and (ii) if any such office is not filled and option grants are not made with respect to such position, appropriate adjustments shall be made to reflect that circumstance in determining the average number of options granted, the intent being that, over the term of this Agreement, subject Consultant shall receive options to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening purchase a number of shares not less than 90 percent of the following events: (i) change number of control shares in options granted to the top five officers of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of . Any such options granted during the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive Consulting Period shall be entitled at prices (including any favorable repricing), and with vesting provisions and other terms (to register the stock underlying extent permitted under applicable law) substantially equivalent (but no less favorable) to those granted to the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and other executive officers of the Company. The Company To the extent that other compensation programs for the executives listed above are instituted in lieu of stock options, Consultant shall file participate in those programs such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of that the Executive, or if there shall be a Change in Control as defined change in the Agreement, and if the 5 day average closing stock price form of compensation to such executives is equal not detrimental to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”his rights under this Paragraph 3(c). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. The Executive shall be granted options At the Effective Time, each holder of a then outstanding option to purchase shares of Company Common Stock under any outstanding stock option plan or arrangement, including any outstanding stock option plan or arrangement which immediately prior to the Effective Time is then exercisable (a "Vested Option"), including the Company's Directors' Stock Option Plan, 1994 Stock Option and Grant Plan, as amended, 1997 Stock Option Plan (collectively, the "Option Plans") and those certain stock option agreements described in the Disclosure Schedule (as defined in Section 3.1, each an "Option" and collectively, the "Options") to purchase an aggregate ), but excluding those certain other stock option agreements described in the Disclosure Schedule (the "Excluded Options"), shall, in settlement thereof, receive for each share of 400,000 shares of Company Common Stock at subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the excess of the Merger Consideration over the per share exercise price of such Option to the fair market value extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the date Option Consideration, each Option shall be cancelled in accordance with its terms or the terms of the grant, and applicable Option Plan. All Options which are not Vested Options shall be exercisable for a period of four (4) years from cancelled in accordance with their terms or the date of vesting unless sooner terminated, as described hereinapplicable Option Plan. The date surrender of grant an Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In additionTime, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersto obtain all necessary consents or releases from holders of Options and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.5. All Option Plans and option agreements executed pursuant thereto, directorsother than the Excluded Options (an "Option Agreement"), auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement shall terminate as promptly as practicable. Upon any termination of the ExecutiveEffective Time and the provisions in any other plan, program or if there arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be a Change in Control cancelled as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”)Effective Time. The Company will pay shall use its reasonable best efforts to ensure that following the Effective Time no participant in or under any and all income taxes incurred by Executive from the issuance Option Agreement, Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in ControlCompany, the options will remain exercisable over the initial term. The provisions of the three preceding sentencesSurviving Corporation or any Subsidiary thereof and to terminate all such Option Agreements, as well as the accelerated vesting provisions aboveOption Plans and other plans, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.programs and

Stock Options. The Executive shall be granted Pursuant to the Merger Agreement, after the purchase of Shares by Purchaser pursuant to the Offer (provided the Minimum Condition has been satisfied) (the "Offer Completion") and prior to the Effective Time, the Company will take all such actions as it is permitted or required to take under the terms of its stock option plans to cancel all outstanding options (collectively, the "Stock Options" and individually, a "Stock Option") to purchase an aggregate of 400,000 shares of Common Stock at an theretofore granted under any such employee or non-employee director stock option plan of the Company and to pay, promptly, and in any event within five days, after the Offer Completion, in cancellation of each such Stock Option (whether or not such Stock Option is then exercisable) a cash amount equal to the amount, if any, by which the Merger Consideration exceeds the per share exercise price of such Stock Option, multiplied by the fair market value number of shares of Common Stock then subject to such Stock Option (the "Stock Option Settlement Amount"), but subject to all required tax withholdings by the Company. Each holder of a then outstanding Stock Option that the Company does not have a right to cancel pursuant to the terms of the date applicable stock option plan, upon execution of the grant, and shall be exercisable for a period of four cancellation agreement (4a "Stock Option Cancellation Agreement") years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that with the Company, among other thingswhich the Company shall use reasonable efforts to obtain from each such holder prior to or promptly after the Offer Completion, declares stock dividends, effects forward shall have the right to receive in cancellation of such Stock Option (whether or reverse stock splits. In addition, not such Stock Option is then exercisable) a cash payment from the Options shall automatically vest upon Company promptly and in any event within five days after the happening later of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed Offer Completion or the Executive is terminated other than for Causeexecution of a Stock Option Cancellation Agreement in an amount equal to the Stock Option Settlement Amount, the Executive shall be entitled without interest, but subject to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon all required tax withholdings by and between Executive and the Company. The Company Each Stock Option that is subject to a Stock Option Cancellation Agreement shall file be canceled upon payment of the Stock Option Settlement Amount for such Registration Statement as promptly as practicable and at its sole expenseStock Option. The Merger Agreement states that the Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary Board or advisable the committee appointed pursuant to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination Section 2 of the ExecutiveFunco, or if there shall be Inc. 1993 Stock Option Plan Amended and Restated Through July 31, 1998, has determined that a Potential Change in Control (as defined in such Stock Option Plan) has occurred for purposes of determining the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares Control Price (as defined in replacement of the Options (“Paid Shares”such Stock Option Plan). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. Executive shall receive a stock option grant of 650,000 shares of Company common stock (the "Option Shares"). The Option Shares will vest over a five (5) year period from the Effective Date; provided that Executive is employed as of any vesting date and if Executive is terminated for cause, all unvested stock will be forfeited and cancelled; and provided further that Executive shall be granted options fully vested in any, , then unvested Option Shares ("Options"A) to purchase an aggregate of 400,000 shares of Common Stock at an exercise price in the event of the fair market value termination of Executive's employment by the Company other than for Cause (as defined below), (B) upon the consummation of a Change in Control, or (C) upon the death or disability of the Executive. This stock option grant shall be under the Company 2002 Incentive Stock Option Plan and the parties shall enter into a separate stock option agreement reflecting the terms of this stock option grant. The stock option grant shall provide that (i) any vested options, options, may be exercised at any time within 7 years after the date of vesting, except that any options that vest because of an event described in (A), (B) or (C) may be exercised only during the seven (7) year period beginning on occurrence of the vesting event and (ii) such options shall be entitled to full ratchet anti-dilution protection with respect to forty (40%) percent of the vested options. The stock option grant shall further provide that, if at any time when there is not an effective Registration Statement on Form S-8 covering the option shares, the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933 of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), the Company provide the Executive with written notice of such determination and, if the Executive so desires, the Company will cause the registration under the Securities Act of such number of option shares as the Executive shall designate. The Company shall use its best efforts to register, and maintain the effectiveness of the registration, for resale all of the Option Shares granted to Executive pursuant to a Form S-8 (or any successor form) registration statement under the Securities Act. Additionally, any stock options granted Executive prior to this employment agreement that are vested or being vested as of the date of the grant, and shall this agreement may be exercisable for a period of four (4) exercised at any time within 7 years from after the date of vesting unless sooner terminated, as described hereinexecutive's termination for any reason. The date of grant stock option grants shall be further provide that, if at any time when there is not an effective Registration Statement on Form S-8 covering the Effective Date of this Agreement. The Options option shares, the Company shall vest in installments of 100,000 options each, on each anniversary of determine to prepare and file with the Effective Date of this Agreement, subject to anti-dilution provisions Securities and Exchange Commission a registration statement relating to adjustments in an offering for its own account or the event that account of others under the CompanySecurities Act of 1933 of any of its equity securities, among other things, declares stock dividends, effects forward than on Form S-4 or reverse stock splits. In additionForm S-8 (each as promulgated under the Securities Act), the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of Company provide the Executive other than for Causewith written notice of such determination and, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or if the Executive is terminated other than for Causeso desires, the Company will cause the registration under the Securities Act of such number of option shares as the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Companydesignate. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersto register, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination maintain the effectiveness of the Executiveregistration, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) for resale all of the option on Option Shares granted to Executive pursuant to a Form S-8 (or any successor form) registration statement under the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementSecurities Act.

Stock Options. The As an inducement to Executive shall be to enter into this Agreement, the Company has on April 20, 1998 (the "Grant Date") granted to Executive options (the "Options") to purchase 700,000 shares of common stock, par value $.01 per share, of the Company ("Common Stock") (or to the extent there is not enough authorized Common Stock available, shares of Preferred Stock approved by the Board of Directors of the Company) exercisable at a price equal to $2.00 per share of Common Stock. Pursuant to the terms of the grant, vesting of such Options shall occur as follows, provided the Executive is still then employed by the Company: 100,000 Options shall vest immediately; 200,000 Options shall vest on the first anniversary of the Grant Date; 200,000 Options shall vest on the second anniversary of the Grant Date; 200,000 Options shall vest on the third anniversary of the Grant Date. The Company shall deliver a written and duly executed option agreement consistent with the foregoing terms as promptly as practicable following the execution of this Agreement. The Company shall, as soon as practicable, register the Common Stock underlying all such Options under the Securities Act of 1933, as amended on a Registration Statement on Form S-8. Vested Options shall be exercisable by Executive as long as he is employed by the Company and for ninety (90) days after termination of employment and shall terminate on the tenth anniversary of the Grant Date; provided, however, that Executive agrees not to exercise any Options until the earlier of (a) six months from the date hereof and (b) the effective filing with the Secretary of State of the State of Delaware of an aggregate amendment to the Company's Certificate of 400,000 Incorporation which authorizes a sufficient number of shares of Common Stock. In the event the Company completes a secondary stock offering through a nationally recognized investment bank and thereafter the closing price of the Common Stock averages fifteen ($15.00) per share for any sixty (60) day period, Options relating to all 700,000 shares shall immediately vest and, in addition, Executive shall be granted options to purchase an additional 350,000 shares of Common Stock at on the last day of such sixty (60) day period. Such additional options shall have an exercise price of equal to the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option Common Stock on the date of termination or Change grant and shall vest in Control, equal installments over the Company will cancel the Options and will issue fully paid shares in replacement of the Options three (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (303) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year years following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementgrant.

Stock Options. The Executive Section 2.5 of the Company Disclosure Letter sets forth each Company Option that is vested immediately prior to the Effective Time or that will vest automatically in accordance with its terms prior to or upon the Effective Time (collectively, the "Vested Company Options"). At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, the Company Options shall terminate and be cancelled and, in exchange for each Vested Company Option, each former holder of a Vested Company Option shall be granted options entitled to receive an amount ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating any applicable withholding Tax) in cash equal to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening product of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Causeexcess, if any, of the Per Share Merger Consideration relating to the Company Common Stock or Series B-1 Preferred Stock subject to such Company Option, over the per share exercise price of Company Common Stock or Series B-1 Preferred Stock, as defined herein; applicable, subject at the Effective Time to such Vested Company Option and (ii) the Executive’s voluntary terminationnumber of shares of Company Common Stock or Series B-1 Preferred Stock, as applicable subject to such Vested Company Option immediately prior to the Effective Time (such amounts payable hereunder being referred to as the "Option Consideration"). In From and after the event this Agreement is not renewed or Effective Time, any such cancelled Vested Company Option shall no longer be exercisable but shall only entitle the Executive is terminated other than for Cause, Optionholder to the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination payment of the Executive, or if there shall be a Change in Control as defined in Option Consideration. Prior to the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in ControlEffective Time, the Company shall use its commercially reasonable efforts to obtain consents necessary, if any, to ensure that former Optionholders will cancel have no rights other than the Options and will issue fully paid shares in replacement right to receive the Option Consideration. At, or as soon as practicable after receipt of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement documents required to be made within thirty (30) days of Executive’s request for reimbursement accompanied delivered by appropriate supporting paperworkan Optionholder pursuant to Section 2.3, but Parent shall or shall cause the Exchange Agent to provide to such Optionholder whose Company Options are validly cancelled pursuant to this Section 2.5 with a lump sum cash payment equal to the Option Consideration payable to such Optionholder pursuant to this Section 2.5 in no event later than December 31 of accordance with the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply Section 2.3. With respect to any other options previously issued Company Option, such Company Option shall terminate if not exercised at or prior to the ExecutiveEffective Time. After the Effective Time, during all stock option plans, agreement or before the Term arrangements of the AgreementCompany shall be terminated and no further Company Options shall be granted thereunder.

Stock Options. Executive shall receive a stock option grant of 3,500,000 shares of Company common stock (the "Option Shares"). The Option Shares will vest over a five (5) year period from the Effective Date; provided that Executive is employed as of any vesting date and if Executive is terminated for cause, all unvested stock will be forfeited and cancelled; and provided further that Executive shall be granted options fully vested in any, then unvested Option Shares ("Options"A) to purchase an aggregate of 400,000 shares of Common Stock at an exercise price in the event of the fair market value termination of Executive's employment by the Company other than for Cause (as defined below), (B) upon the consummation of a Change in Control, or (C) upon the death or disability of the Executive. This stock option grant shall be under the Company 2002 Incentive Stock Option Plan and the parties shall enter into a separate stock option agreement reflecting the terms of this stock option grant. The stock option grant shall provide that (i) any vested options, may be exercised at any time within 7 years after the date of vesting, except that any options that vest because of an event described in (A), (B) or (C) may be exercised only during the seven (7) year period beginning on occurrence of the vesting event and (ii) such options shall be entitled to full ratchet anti-dilution protection with respect to forty (40%) percent of the vested options. The stock option grant shall further provide that, if at any time when there is not an effective Registration Statement on Form S-8 covering the option shares, the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933 of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), the Company provide the Executive with written notice of such determination and, if the Executive so desires, the Company will cause the registration under the Securities Act of such number of option shares as the Executive shall designate. The Company shall use its best efforts to register, and maintain the effectiveness of the registration, for resale all of the Option Shares granted to Executive pursuant to a Form S-8 (or any successor form) registration statement under the Securities Act. Additionally, any stock options granted Executive prior to this employment agreement that are vested or being vested as of the date of the grant, and shall this agreement may be exercisable for a period of four (4) exercised at any time within 7 years from after the date of vesting unless sooner terminated, as described hereinexecutive's termination for any reason. The date of grant stock option grants shall be further provide that, if at any time when there is not an effective Registration Statement on Form S-8 covering the Effective Date of this Agreement. The Options option shares, the Company shall vest in installments of 100,000 options each, on each anniversary of determine to prepare and file with the Effective Date of this Agreement, subject to anti-dilution provisions Securities and Exchange Commission a registration statement relating to adjustments in an offering for its own account or the event that account of others under the CompanySecurities Act of 1933 of any of its equity securities, among other things, declares stock dividends, effects forward than on Form S-4 or reverse stock splits. In additionForm S-8 (each as promulgated under the Securities Act), the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of Company provide the Executive other than for Causewith written notice of such determination and, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or if the Executive is terminated other than for Causeso desires, the Company will cause the registration under the Securities Act of such number of option shares as the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Companydesignate. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersto register, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination maintain the effectiveness of the Executiveregistration, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) for resale all of the option on Option Shares granted to Executive pursuant to a Form S-8 (or any successor form) registration statement under the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementSecurities Act.

Stock Options. The Executive shall be granted options ("Options"i) Employer grants Employee the right, privilege and option to purchase an aggregate of 400,000 up to 1,000,000 shares of Common Employer's common stock under Employer's Stock Incentive Plan, subject to approval of the grant of said options by Employer's Board of Directors, at an exercise price determined at the close of the fair market value of business on the date of Board of Director approval in accordance with the grant, and Plan. Two hundred thousand (200,000) options shall be exercisable vest immediately upon Board of Director approval. The remaining eight hundred thousand (800,000) shall vest 160,000 for each year of employment for a period of four 5 years commencing January 12, 2006. (4f) years Bonus: Employee shall be entitled to a bonus per annum equal to 25% of the "Income from Operations" of the date of vesting unless sooner terminatedCape Group, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments that phrase or substantially similar language is defined in the event that the Companyfiscal year Profit and Loss Statement of Employer, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary terminationutilizing Generally Accepted Accounting Principles. In the event this Agreement is not renewed or the Executive is terminated of termination pursuant to Section 7 herein, other than for Causejust cause, the Executive Employee shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control Compensation [as defined in the Agreement, and if the 5 day average closing stock price Section 4(a) through 4(f)] as is equal to or greater than the exercise price ($2.50) of the option on accrued through the date of termination or Change plus three (3) months base salary. Additionally, in Controlsuch event, all of Employee's options granted pursuant to this Agreement shall be deemed fully vested and exercisable subject to the Company will cancel the Options and will issue fully paid shares in replacement terms of the Options (“Paid Shares”)Employer's Stock Incentive Plan. The Company compensation set forth in this Section 4 will pay be the sole compensation payable to Employee and no additional compensation or fee will be payable by Employer to Employee by reason of any and all income taxes incurred benefit gained by Executive from the issuance of the Paid Shares; such reimbursement to Employer directly or indirectly through Employee's efforts on Employer's behalf, nor shall Employer be made within thirty (30) days of Executive’s request liable in any way for reimbursement accompanied by appropriate supporting paperwork, but any additional compensation or fee unless Employer shall have expressly agreed thereto in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementwriting.

Stock Options. The Executive shall be granted granted, subject to the restrictions and understandings described below, options ("Options") to purchase an aggregate of 400,000 acquire up to 1,000,000 shares of Common Stock the Company’s common stock at an exercise price equal to the closing price of the fair market value Company’s common stock for the trading day immediately prior to the Effective Date as reported on XXXXXX.XXX. Such stock options shall vest in equal monthly installments over thirty-six (36) months commencing on October 1st, 2019. The options granted to Executive shall have a ten (10) year term from the Effective Date. Said options shall have a cashless exercise provision and shall be subject to full acceleration in the event of an involuntary termination of the Executive by the Company for any reason other than Cause, death or disability or termination of this Agreement by Executive for Good Reason. Notwithstanding the foregoing, the Executive and the Company understand that the issuance of these options is subject to shareholder approval of an equity incentive plan of which the Executive is entitled to participate. If shareholders do not approve an equity incentive plan which includes the options issued to the Executive hereunder within one (1) year of the date of this Agreement, then the grantExecutive agrees that he shall forfeit all right, title and interest in and to these options. No options may be exercised by Executive prior to the latter of (i) six months from the Effective date or (ii) shareholder approval of an equity incentive plan, which includes these options issued to Executive. The issuance of these options shall be subject to NASDAQ Listing Rule 5635(c). The options shall be further evidenced by a stock option agreement, substantially in the form attached hereto as Annex A, and shall be exercisable for a period of four (4) years from subject to the date of vesting unless sooner terminated, provisions as described hereincontemplated by the future equity incentive plan. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary A form of the Effective Date of this Agreement, subject Option to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement Purchase Common Stock is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.Annex A.

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of the fair market value Company grants Executive, as of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject the option to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: purchase One Million (i1,000,000) change of control shares of the Company’s common stock at a per share exercise price of Twenty-Four US Cents ($0.24 USD), as defined herein; (ii) Constructive Termination, as defined herein, subject to all of the Executive; terms set forth below and in the Stock Option Agreement memorializing the grant of this option (iii“Stock Option”). A condition to the grant of this Stock Option will be that the parties memorialize the grant of this Stock Option in a written stock option agreement (“Stock Option Agreement”) termination containing the customary terms and conditions which the Company includes in stock options granted to members of its Board of Directors and other employees and containing the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Companythis Paragraph. The Company shall file such Registration Statement Stock Option will vest and be exercisable as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price twenty-five percent ($2.5025%) of the option on optioned shares every six (6) months over a period of two years, with the first twenty-five percent (25%) becoming exercisable six (6) months from the Effective Date. If the Company terminates Executive’s employment without “Cause,” defined below, Executive’s severance benefits (including vesting of the Stock Options) will be governed by the Sub-section of this Agreement entitled “Termination Without Cause.” If the Company terminates Executive’s employment for “Cause,” then all of Executive’s un-vested Stock Options shall expire and become un-exercisable as of the date of such termination “for Cause.” The Stock Option Agreement will provide that the vested Stock Options shall be exercisable, in whole or Change in Controlpart, for a period of five years from the Effective Date, expiring on July 31, 2012, subject to earlier termination in accordance with the provisions of this Agreement and the Stock Option Agreement. In addition, the Company Stock Option Agreement will cancel provide that the Stock Options and shall expire ninety (90) days after termination of Executive's employment. The Stock Option Agreement will issue fully paid also provide that the purchase price for the shares in replacement to be purchased upon the exercise of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from Stock Option must be paid in cash at the issuance time of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 exercise of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementStock Option.

Stock Options. The During the Consulting Period, Executive’s options to purchase shares of Company common stock (collectively, “Options”) pursuant to the terms of the Company’s 2002 Equity Incentive Plan, as amended, and 2010 Equity Incentive Award Plan, as amended (the “2010 Plan”), and the option agreements entered into to evidence such Options (each such agreement an “Option Agreement”) shall continue to vest and become exercisable in accordance with their original vesting schedules, subject to Executive continuing to provide the Transition Services to the Company. In the event Executive ceases to provide the Transition Services, Executive’s unvested equity awards shall be forfeited as of the date of such complete cessation of services. Each of Executive’s equity awards that is not vested as of the Consulting Period End Date shall terminate for no consideration and be of no further effect. Executive shall have until March 16, 2012 to elect in writing, on a grant-by-grant basis, to amend each Option Agreement evidencing an Option held by Executive that is vested as of the Consulting Period End Date to the extent necessary to provide that such Option shall remain exercisable until the earlier of (i) Xxxxx 00, 0000, (xx) the original expiration date of the Option or (iii) the closing of a Change in Control (as defined in the 2010 Plan) of the Company. If Executive does not make such election before March 16, 2012, then such Option(s) shall remain exercisable following the Termination Date as provided in the applicable Option Agreement(s). Executive acknowledges that upon making such an election, each unexercised “incentive stock option” within the meaning of Section 422 of the Code shall be granted options ("Options") deemed modified for the purposes of Section 424 of the Code and, to purchase an aggregate of 400,000 shares of Common Stock at an the extent the exercise price of thereof is lower than the fair market value of the Company’s common stock as of the date of the grantelection or to the extent the election is made after the Termination Date, such Option shall no longer qualify as an incentive stock option and shall be exercisable for a period of four (4) years from Executive will lose the date of vesting unless sooner terminatedpotentially favorable tax treatment associated with such option. If Executive desires to exercise any vested Options, as described herein. The date of grant shall be Executive must follow the Effective Date of this Agreement. The Options shall vest procedures set forth in installments of 100,000 options eachExecutive’s Option Agreements, on each anniversary including payment of the Effective Date exercise price and any withholding obligations. If by the earliest date specified above in this Section 2(d) the Company has not received a duly executed notice of this Agreementexercise and remuneration in accordance with Executive’s Option Agreements, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested ’s vested Options shall automatically terminate upon the happening for no consideration and be of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementfurther effect.

Stock Options. The Effective as of the Closing Date (as defined in the Merger Agreement), the Company shall grant the Executive shall be granted options an option (the "OptionsDEAL OPTION") to purchase an aggregate of 400,000 75,000 shares of Common the common stock of the Parent pursuant to the terms of the Parent's 1998 Stock at an Incentive Plan (the "OPTION PLAN"). The per share exercise price of the Deal Option shall equal the fair market value of a share of Common Stock on the date Closing Date, as determined in accordance with the terms of the grant, Option Plan. The Deal Option shall vest and shall be become exercisable for a period of four (4) years in full one year from the date of vesting unless sooner terminated, grant. Also effective as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date Date, the Company shall grant the Executive an option (the "OPTION") to purchase 500,000 shares of this Agreementthe common stock of the Parent pursuant to the terms of the Option Plan. The per share exercise price of the Option shall equal the fair market value of a share of Common Stock on the Closing Date, as determined in accordance with the terms of the Option Plan. The Option shall vest and become exercisable as to 25% one year after the date of grant; the remainder of the Option shall vest ratably each month over the following three years. Both the Deal Option and the Option shall be subject to anti-dilution provisions relating the terms of the Option Plan and to adjustments such other terms and conditions as may be specified by the Compensation Committee in the form of a standard option agreement between the Company and the Executive; PROVIDED, HOWEVER, that in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening Executive ceases to be an employee of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than Company for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated any reason other than for Cause, the vesting under both the Deal Option and the Option shall accelerate and all options thereunder shall become immediately exercisable and the Executive shall be entitled to register retain such options, for the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and remainder of their respective terms, as if he had remained an employee of the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable In the event that the Executive ceases to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination be an employee of the ExecutiveCompany for Cause, or if there then the Executive shall be a Change in Control entitled to retain vested options as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) he had remained an employee of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the unvested options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementlapse.

Stock Options. The In the event of a Change in Control, Executive's resignation for Good Reason or Executive's termination without Cause, all unvested stock options Initials:________ previously granted to Executive shall immediately vest and be exercisable as set forth below. In the event that there is a termination of Executive's employment hereunder for any reason, Executive shall be entitled to exercise any and all stock options that were previously granted options to him by the Company, and are outstanding, vested and unexercised as of his Termination Date, during the exercise period ending on the shorter of ("Options"i) to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of two (2) years from his Termination Date or (ii) the fair market value of the expiration date of the grantstock option as specified in the stock option plan or stock option agreement, as applicable, notwithstanding any provision in such plan or agreement that provides for a more limited time period to exercise stock options following termination of employment; provided however, if said stock option plan or stock option agreement provides therein for a longer period of time to exercise such outstanding, vested and unexercised stock options following his Termination Date, then such stock option plan or agreement shall control and the remaining provisions of this Section 6(c) shall be exercisable inapplicable and without further force or effect. In the event that there is a termination of Executive's employment hereunder for a period of four (4) Cause or Executive voluntarily resigns without Good Reason within two years from for the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject Executive shall forfeit any and all stock options that were previously granted to anti-dilution provisions relating to adjustments in the event that him by the Company, among other thingsand are unvested and unexercised as of his Termination Date. During the extension period specified in the previous paragraph, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Causeif applicable, the Executive shall be entitled considered an employee of the Company who shall make himself available to register provide consulting services to the stock underlying Company in consideration for such extension of the Options option exercise period and any post-termination payments provided hereunder to Executive under Section 6(a) or (b) of this Agreement. In this regard, Executive agrees to be classified as an employee of the Company solely for the limited purpose of making himself available to provide consulting services on an as-needed basis; provided, however, Executive hereby specifically waives any right, entitlement, claim or demand to (i) any additional compensation for such consulting services and (ii) coverage or benefits under any of the Company's employee benefit plans or programs, or other perquisites, terms and conditions set forth of employment, except as expressly specified in a registration other provisions of this Agreement. Except as expressly provided in this Section 6(c), the provision of consulting services by Executive shall not expand his rights agreement or duties under this Agreement. Executive hereby agrees to be mutually agreed provide, upon by and between Executive and request of the Company. The , consulting services to the Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options following terms and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.conditions:

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of the fair market value of Company will, promptly on or after the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject take all such actions as it is permitted or required to anti-dilution provisions relating take under the terms of its stock option plans to adjustments in cancel, prior to the event that Effective Time, all outstanding options (collectively, the “Stock Options” and, individually, a “Stock Option”) to purchase shares of Company Common Stock heretofore granted under any employee or nonemployee director stock option plan by the Company, among other thingsand to pay, declares stock dividendspromptly, effects forward and in any event within ten days, after the date the Merger is effective, in cancellation of each such Stock Option (whether or reverse stock splitsnot such Stock Option is then exercisable) to the optionee cash in the amount, if any, by which $2.61 exceeds the per share exercise price of such Stock Option, multiplied by the number of shares of Company Common Stock then subject to such Stock Option (the “Stock Option Settlement Amount”), but subject to all required tax withholdings by the Company. In addition, Each holder of a then outstanding Stock Option that the Options shall automatically vest upon Company does not have a right to cancel pursuant to the happening terms of the following events: applicable stock option plan or agreement (iif any), upon execution of a cancellation agreement (a “Stock Option Cancellation Agreement”) change with the Company, which the Company shall use reasonable efforts to obtain from each such holder prior to or promptly after the consummation of control the Merger, shall have the right to receive in cancellation of such Stock Option (whether or not such Stock Option is then exercisable) a cash payment from the Company promptly, and in any event within ten days, after the later of the consummation of the Merger or the execution of a Stock Option Cancellation Agreement, in an amount equal to the Stock Option Settlement Amount, without interest, but subject to all required tax withholdings by the Company. Each Stock Option that is subject to a Stock Option Cancellation Agreement shall be canceled upon payment to the optionee of the Stock Option Settlement Amount for such Stock Option. The Company hereby represents to Parent and Merger Sub that the Committee appointed pursuant to Section 2 of each of the Company, as defined herein; ’s 1993 Stock Option Plan and 2002 Stock Option Plan (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Causecollectively, the Executive shall be entitled to register “Stock Option Plans”) has determined that the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control Merger is an Event as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) Section 8 of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; each such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementPlan.

Stock Options. The In consideration of Executive shall be granted options entering into this Agreement, on the Effective Date, Company will grant Executive an option ("Options"the “Promotion Option”) under the Company’s 2017 Equity Incentive Plan, as amended (the “Plan”) to purchase an aggregate a number of 400,000 shares of the Company’s common stock (the “Common Stock”) having a value equal to $2,000,000, with the number of shares of Common Stock at underlying the Promotion Option to be determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718, Compensation – Stock Compensation (employing the same assumptions and methodologies that are applied for purposes of the Company’s financial accounting statements). The Promotion Option shall have an exercise price equal to the Fair Market Value (as such term is defined in the Plan) of the fair market value a share of Common Stock on the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options Promotion Option shall automatically vest upon the happening over a 3-year period, with one-third (1/3rd) of the following events: (i) change of control shares subject the Promotion Option vesting on the one-year anniversary of the Companydate of grant, as defined herein; and the remaining shares subject to the Promotion Option vesting in a series of twenty-four (ii24) Constructive Terminationequal monthly installments thereafter, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the subject to Executive’s termination for Cause, Continuous Service (as such term is defined herein; and (iiin the Plan) on each such vesting date. Notwithstanding the Executive’s voluntary termination. In foregoing or anything to the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions contrary set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersPlan or any award agreement, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, event Executive’s employment with the Company will cancel the Options is terminated without Cause (as such term is defined below) (and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days other than as a result of Executive’s request death or Disability (as such term is defined below)) or if Executive resigns his employment for reimbursement accompanied by appropriate supporting paperworkGood Reason (as such term is defined below), but in no event later than December 31 all of the calendar year following unvested shares of Common Stock subject to the year Promotion Option shall become immediately vested and exercisable, and shall remain exercisable for the period as set forth in which the Executive remits last sentence of Section 7.2.3 of this Agreement. For the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) avoidance of the option on the date of termination or Change in Controldoubt, the options will remain exercisable over preceding sentence applies only to the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall Promotion Option grant (and does not apply to any other options equity grants previously issued made to Executive or any equity grants that may be made in the future to Executive, during or before the Term of the Agreement).

Stock Options. The Executive shall be granted Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, the vesting schedule for stock options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price and other stock-based awards held by you as of the fair market value Separation Date shall immediately accelerate by twenty-five percent (25%) and such accelerated awards shall become fully exercisable, vested and/or non-forfeitable as of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splitsSeparation Date. In addition, notwithstanding any term or provision to the Options shall automatically vest upon contrary, including any term or provision in the happening Company’s Amended and Restated 2004 Stock Option and Incentive Plan of the Company and the Company’s 2012 Stock Incentive Plan, as amended (the “Equity Plans”), the period during which you may exercise the stock options that are vested as of the Separation Date, or, as a result of the acceleration described in Section 2(c) above, are vested following events: (ithe Separation Date, and listed on Schedule A shall be extended from 90 days to 180 days following the Separation Date and the period during which you may exercise the stock options that are vested as of the Separation Date and listed on Schedule B shall be extended from 90 days to the expiration date of such options. Schedule C provides a summary of the options that are vested and have not been exercised as of the Separation Date and after giving effect to the acceleration discussed in this Section 3. Subject to Section 2(c) change of control above, all options that you hold to purchase shares of the Company’s common stock pursuant to the Equity Plans, as defined herein; (ii) Constructive Termination, as defined herein, or any predecessor plan that are not vested in accordance with the schedule above shall lapse on the Separation Date and will not be exercisable. The exercise of any such stock options shall be subject to the terms of the Executive; Equity Plans and (iii) termination of this Agreement. This section is not intended to modify in any respect the Executive other than for Cause, as defined hereinrights to which you would otherwise be entitled if you were not to agree to this Agreement or the terms governing stock options. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement above summary is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement solely to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing confirm certain information concerning stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementoptions.

Stock Options. The In the event of a Change in Control, Executive's resignation for Good Reason or Executive's termination without Cause, all unvested stock options previously granted to Executive shall immediately vest and be exercisable as set forth below. In the event that there is a termination of Executive's employment hereunder for any reason, Executive shall be entitled to exercise any and all stock options that were previously granted options to him by the Company, and are outstanding, vested and unexercised as of his Termination Date, during the exercise period ending on the shorter of ("Options"i) to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of two (2) years from his Termination Date or (ii) the fair market value of the expiration date of the grantstock option as specified in the stock option plan or stock option agreement, as applicable, notwithstanding any provision in such plan or agreement that provides for a more limited time period to exercise stock options following termination of employment; provided however, if said stock option plan or stock option agreement provides therein for a longer period of time to exercise such outstanding, vested and unexercised stock options following his Termination Date, then such stock option plan or agreement shall control and the remaining provisions of this Section 6(c) shall be exercisable inapplicable and without further force or effect. In the event that there is a termination of Executive's employment hereunder for a period of four (4) Cause or Executive voluntarily resigns without Good Reason within two years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject Executive shall forfeit any and all stock options that were previously granted to anti-dilution provisions relating to adjustments in the event that him by the Company, among other thingsand are unvested and unexercised as of his Termination Date. During the extension period specified in the previous paragraph, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Causeif applicable, the Executive shall be entitled considered an employee of the Company who shall make himself available to register provide consulting services to the stock underlying Company in consideration for such extension of the Options option exercise period and any post-termination payments provided hereunder to Executive under Section 6(a) or (b) of this Agreement. In this regard, Executive agrees to be classified as an employee of the Company solely for the limited purpose of making himself available to provide consulting services on an as-needed basis; provided, however, Executive hereby specifically waives any right, entitlement, claim or demand to (i) any additional compensation for such consulting services and (ii) coverage or benefits under any of the Company's employee benefit plans or programs, or other perquisites, terms and conditions set forth of employment, except as expressly specified in a registration other provisions of this Agreement. Except as expressly provided in this Section 6(c), the provision of consulting services by Executive shall not expand his rights agreement or duties under this Agreement. Executive hereby agrees to be mutually agreed provide, upon by and between Executive and request of the Company. The , consulting services to the Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options following terms and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.conditions:

Stock Options. The Upon adoption of a stock option plan by Atlas Therapeutics Corporation, a Nevada corporation and the parent of the Company (“Atlas”) and its shareholders (the “Stock Option Plan”), the Company shall cause Atlas (subject to the approval of the Board of Directors or Compensation Committee of Atlas) to grant to the Executive shall be granted options a stock option ("Options"the “Stock Option”) to purchase an aggregate such number of 400,000 shares of Common Stock at of Atlas consistent with the option awards granted to similarly situated executives, as determined by the Board of Directors or Compensation Committee of Atlas after consultations with the Executive. The Stock Option shall be subject to all the terms and conditions of the Stock Option Plan and all rules and regulations of the Securities and Exchange Commission applicable to stock option plans then in effect. The Stock Option shall have an exercise price of per share equal to the fair market value of the Common Stock of Atlas on the date of the grant, and shall be exercisable for a period as determined by the Board of four Directors of Atlas (4) years from or the date of vesting unless sooner terminated, as described hereinCompensation Committee thereof). The date of grant shall be Stock Option will vest equally over the Effective Date four-year Term of this Agreement. The Options shall vest in installments Agreement with 25% of 100,000 options each, the Stock Option vesting on each anniversary of the Effective Date of this AgreementDate, subject to anti-dilution provisions relating Executive’s continued employment with the Company on each such vesting date; provided, however, that any and all unexercised Stock Options (whether vested or unvested) shall be subject to adjustments immediate cancellation and termination in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: termination of this Agreement by the Company for Cause (i) change of control of the Company, as defined herein; below). No right to any Common Stock of Atlas is earned or accrued until such time that vesting occurs (ii) Constructive Terminationsubject to Executive being employed and in good standing hereunder on each vesting date), as defined herein, of nor does the Executive; and (iii) termination of the Executive other than for Cause, as defined hereinxxxxx xxxxxx any right to continued vesting or employment. The unvested Options Stock Option shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, expire as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementStock Option Plan.

Stock Options. The Executive On or promptly following the Commencement Date, the Company will grant Employee stock options to purchase 125,000 shares of the Common Stock of the Company’s parent, Wind Power Holdings, Inc. (“Wind Power”). Such options shall be granted options issued pursuant to, and subject to the terms and conditions of, Wind Power’s 2008 Equity Incentive Plan as amended ("Options"the “Equity Incentive Plan”) to purchase an aggregate of 400,000 shares of Common Stock at and shall have an exercise price set at the Fair Market Value per share (as defined in the Equity Incentive Plan) as of the fair market value of the date of the grant, and grant date. The options granted to Employee shall be exercisable for a period of four seven (47) years from form the date of vesting unless sooner terminatedgrant, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options and shall vest in installments over three years as follows: cliff vesting of 100,000 the first one-third of options each, granted on each the first anniversary of the Effective Date Date, with equal quarterly vesting in arrears thereafter for the balance of this Agreement, subject to anti-dilution provisions relating to adjustments the award and vesting shall be fully accelerated in the event that of a termination of Employee’s employment without cause or by Employee for “Good Reason” within six months of a Change of Control, as defined in the Company’s Equity Incentive Plan. For Purposes hereof, among “Good Reason” shall mean: (i) any material diminution in Employee’s functions, duties or responsibilities from and after the Change of Control; (ii) any reduction in the cash compensation payable to Employee from and after the Change of Control, other things, declares stock dividends, effects forward than as part of a salary reduction program affecting all other members of senior management: or reverse stock splits(iii) a change of more than 50 miles in Employee’s permanent workplace without Employee’s consent. In addition, it is anticipated that, based on performance and at the Options shall automatically vest upon the happening discretion of the following events: (i) change Compensation Committee and the Board, additional option grants or other equity awards may be made approximately annually with no less favorable vesting and exercise terms. Vesting of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive any such additional option grants or other than for Cause, as defined herein. The unvested Options equity awards likewise shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In be fully accelerated in the event this Agreement is not renewed of termination without cause or the Executive is terminated other than by Employee for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination Good Reason within six months of the Executive, or if there shall be a Change in Control of Control, as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of ExecutiveCompany’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementEquity Incentive Plan.

Stock Options. The Executive shall be granted options entitled to participate in employee stock plans from time to time established for the benefit of employees of the Company in accordance with the terms and conditions of such plans. Simultaneously with the closing of the consolidation of the Company, Executive shall receive pursuant to and subject to the Company’s 2000 Incentive Plan ("Options") to purchase an aggregate of 400,000 the “Plan”), a stock option grant for 15,000 shares of Common Stock restricted stock. The options shall be exercisable as follows: (i) 50% on the closing of the consolidation pursuant to the Company’s Registration Statement on Form S–4 at an option exercise price of $15.00 per share and (ii) 50% on the six-month anniversary of such Closing at an option exercise price equal to the price that the stock is trading on the date of grant or if there is no established market, at the fair market value of the date stock as determined by the Board of Directors in its sole discretion. Executive has previously received a grant of 10,000 shares of restricted stock pursuant to the Plan which shares shall be subject to repurchase by the Company on termination of Executive’s employment for a price of $.01 per share, which repurchase option shall lapse in four nearly equal installments on each of the grantfirst, second, third and shall be exercisable for a period fourth anniversary of four (4) years from the date of vesting unless sooner terminatedgrant. Notwithstanding the foregoing, as described herein. The date stock options granted to Executive shall become fully exercisable and repurchase restrictions on stock grants shall lapse in full upon (i) a Change of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary Control of the Effective Date Company (as defined herein) or (ii) Executive’s termination of this Agreementemployment by Executive with Good Reason or by the Company without Cause, subject and Executive shall have one (1) year from such termination, or remaining term of the option, if earlier, to anti-dilution provisions relating to adjustments exercise such options. Notwithstanding the foregoing, in the event that this Employment Agreement is terminated by the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Company without Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: then (i) the Executive’s obligation of the Company to grant stock options to the Employee for subsequent years shall also terminate except that the stock options to be granted for the next succeeding year shall be granted as of and as a condition to the termination for Cause, as defined herein; and (ii) the ExecutiveCompany’s voluntary termination. In right to repurchase the event this Agreement is restricted stock issued pursuant to the Plan shall not renewed or lapse except as to the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination lapse of the Executive, or if there shall be a Change in Control as defined right that would have occurred in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued subsequent to the Executive, during or before the Term of the Agreementtermination.

Stock Options. The Subject to shareholder approval of a one for ten reverse stock split of the Company's Common Stock, the Company shall grant Executive shall be granted 2 stock options (the "Executive Options") to purchase an aggregate of 400,000 2,000,000 prereverse split shares of the Company's Common Stock at ("Shares"), each with an exercise price of $0.195 per Share. The Executive Options shall be comprised of 2 stock options - (i) an option for 1,000,000 Shares under the fair market value of the date of the grantCompany's 2000 Management Stock Option Plan, and (ii) an additional option for an additional 1,000,000 Shares, which option shall not be granted under a Company plan. The Executive Options shall be exercisable for a period of four (4) 10 years from the date of vesting unless sooner terminated, as described herein. The date of grant and shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in the respective Stock Option Agreements annexed hereto. The Executive Options shall vest over a registration rights agreement 2-year period. Upon the execution of this Agreement, the Executive Options shall be one-third vested. Thereafter, the remaining unvested portion of the Executive Options shall vest at the rate of 50% per year; provided that the Executive Options shall vest in their entirety and become fully exercisable upon the earliest to be mutually agreed upon by and between Executive and occur of: (i) Executive's resignation "For Good Reason" (as defined below), (ii) the Company's termination of Executive's services hereunder, other than "For Cause" (as defined below), or (iii) a "Change of Control" (as defined below) of the Company. The To the extent the Executive Options vest and become exercisable pursuant to this Section 5, they shall remain exercisable (x) for the Executive Option granted under the Company's 2000 Management Stock Option Plan, for the 90 day period immediately following the date of the applicable resignation, termination or Change of Control, and (y) for the Executive Option not granted under a Company plan, for the 180 day period immediately following the date of the applicable resignation, termination or Change of Control. Any unvested portion of the Executive Options on the date of Executive's resignation or termination, as applicable, shall be forfeited. In the event of vesting of the Executive Options on account of a Change of Control, the Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through to ensure that such vesting shall take place sufficiently in advance of the Change of Control (but subject to its officersoccurrence) to permit Executive to take all steps reasonably necessary to exercise the Executive Options and to take such action with respect to the Shares purchased under the Executive Options so that those Shares may be treated in the same manner in connection with the Change of Control transaction as the Shares of other Company shareholders. To the extent not already covered by a registration statement on Form S-8 relating to the Company's 2000 Management Stock Option Plan, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Shares underlying the Executive Options shall be registered by the Company utilizing a Registration Statement as promptly as practicable. Upon any termination of the Executiveon Form S-8 (or other similar form) prior to December 31, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement2004.

Stock Options. The In the event of a Change in Control, Executive's resignation for Good Reason or Executive's termination without Cause, all unvested stock options previously granted to Executive shall immediately vest and be exercisable as set forth below. In the event that there is a termination of Executive's employment hereunder for any reason, Executive shall be entitled to exercise any and all stock options that were previously granted options to him by the Company, and are outstanding, vested and unexercised as of his Termination Date, during the exercise period ending on the greater of ("Options"i) to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of one (1) year from his Termination Date or (ii) the fair market value of the expiration date of the grantstock option as specified in the stock option plan or stock option agreement, as applicable, notwithstanding any provision in such plan or agreement that provides for a more limited time period to exercise stock options following termination of employment; provided however, if said stock option plan or stock option agreement provides therein for a longer period of time to exercise such outstanding, vested and unexercised stock options following his Termination Date, then such stock option plan or agreement shall control and the remaining provisions of this Section 6(c) shall be exercisable inapplicable and without further force or effect. In the event that there is a termination of Executive's employment hereunder for a period of four (4) years Cause or Executive voluntarily resigns without Good Reason within one year from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject Executive shall forfeit any and all stock options that were previously granted to anti-dilution provisions relating to adjustments in the event that him by the Company, among other thingsand are unvested and unexercised as of his Termination Date. During the extension period specified in the previous paragraph, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Causeif applicable, the Executive shall be entitled considered an employee of the Company who shall make himself available to register provide consulting services to the stock underlying Company in consideration for such extension of the Options option exercise period and any post-termination payments provided hereunder to Executive under Section 6(a) or (b) of this Agreement. In this regard, Executive agrees to be classified as an employee of the Company solely for the limited purpose of making himself available to provide consulting services on an as-needed basis; provided, however, Executive hereby specifically waives any right, entitlement, claim or demand to (i) any additional compensation for such consulting services and (ii) coverage or benefits under any of the Company's employee benefit plans or programs, or other perquisites, terms and conditions set forth of employment, except as expressly specified in a registration other provisions of this Agreement. Except as expressly provided in this Section 6(c), the provision of consulting services by Executive shall not expand his rights agreement or duties under this Agreement. Executive hereby agrees to be mutually agreed provide, upon by and between Executive and request of the Company. The , consulting services to the Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options following terms and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.conditions:

Stock Options. The Effective as of the Closing Date (as defined in the Merger Agreement), the Company shall grant the Executive shall be granted options an option (the "OptionsDEAL OPTION") to purchase an aggregate [UK proportion of 400,000 75,000] shares of Common the common stock of the Parent pursuant to the terms of the Parent's 1998 Stock at an Incentive Plan (the "OPTION PLAN"). The per share exercise price of the Deal Option shall equal the fair market value of a share of Common Stock on the date Closing Date, as determined in accordance with the terms of the grant, Option Plan. The Deal Option shall vest and shall be become exercisable for a period of four (4) years in full one year from the date of vesting unless sooner terminated, grant. Also effective as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date Date, the Company shall grant the Executive an option (the "OPTION") to purchase [UK proportion of this Agreement500,000] shares of the common stock of the Parent pursuant to the terms of the Option Plan. The per share exercise price of the Option shall equal the fair market value of a share of Common Stock on the Closing Date, as determined in accordance with the terms of the Option Plan. The Option shall vest and become exercisable as to 25% one year after the date of grant; the remainder of the Option shall vest ratably each month over the following three years. Both the Deal Option and the Option shall be subject to anti-dilution provisions relating the terms of the Option Plan and to adjustments such other terms and conditions as may be specified by the Compensation Committee in the form of a standard option agreement between the Company and the Executive; PROVIDED, HOWEVER, that in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening Executive ceases to be an employee of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than Company for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated any reason other than for Cause, the vesting under both the Deal Option and the Option shall accelerate and all options thereunder shall become immediately exercisable and the Executive shall be entitled to register retain such options, for the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and remainder of their respective terms, as if he had remained an employee of the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable In the event that the Executive ceases to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination be an employee of the ExecutiveCompany for Cause, or if there then the Executive shall be a Change in Control entitled to retain vested options as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) he had remained an employee of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the unvested options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementlapse.

Stock Options. The Pursuant to the Company's 2000 Stock Option Plan (referred to throughout this Agreement as the "Plan"), on the date of commencement of the Executive's employment, the Board shall grant the Executive shall be granted options a stock option (the "OptionsOption") to purchase an aggregate of 400,000 five hundred thousand (500,000) shares of the Company's common stock, $.01 par value per share (the "Common Stock"), at an exercise price, pursuant to the terms of the Plan, equal to the closing price of the Common Stock on The New York Stock Exchange on the trading day next preceding the date of grant. Additional Options in the amount of fifty thousand (50,000) shares of Common Stock shall be granted at an exercise price the end of the fair market value Executive's first and second years of employment, based on the achievement of milestones to be determined jointly by the Compensation Committee of the date Board and the Executive. Said milestones shall be determined within three (3) months of the grant, and Executive's commencement of employment. The terms of the Options shall be exercisable for a period of four set forth in an agreement between the Company and the Executive (4the "Option Agreement") years from which shall not be less favorable to the date of vesting unless sooner terminated, as described herein. The date of grant shall be Executive than the Effective Date terms of this Agreement. The Options shall vest in installments become exercisable twenty percent (20%) one year from the date of 100,000 options eachgrant, on each anniversary an additional twenty percent (20%) two years from the date of grant, and the Effective Date remaining sixty percent (60%) three years from the date of this Agreementgrant and shall expire ten (10) years after the date of grant; provided, subject to anti-dilution provisions relating to adjustments however, that in the event that the CompanyExecutive's employment with the Company is terminated, among other things, declares stock dividends, effects forward whether by the Company or reverse stock splits. In additionthe Executive, the Executive shall have the right to exercise vested Options shall automatically vest upon the happening (i.e., Options which are exercisable as of the following events: termination date) for a period of one (1) year after such termination date. Notwithstanding the foregoing, (i) change in the event of control a "Change of the Company, Control" as defined herein; in the Plan, or (ii) Constructive Termination, if the Executive terminates his employment for "Good Reason" as defined herein, of the Executive; and or (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or if the Executive is terminated by the Company other than for "Cause" as defined herein, the Executive then, in any of such events, all unvested Options shall be entitled to register the stock underlying the Options immediately vest and become exercisable and remain so for a period of one (1) year unless otherwise cancelled or assumed following a Change of Control as provided hereunder on by the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and of the CompanyPlan. The Company agrees that it shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination times have a sufficient number of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than shares of Common Stock available for issuance upon the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the all Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementgranted hereunder.

Stock Options. The Executive At or immediately prior to the Effective Time, each then outstanding Stock Option (as hereinafter defined) shall be granted options canceled by the Company in exchange for a cash payment by the Company to the holder of such Stock Option equal to the difference between ("Options"a) the per share amount based upon (i) the total consideration to purchase an aggregate be paid to the holders of 400,000 shares of Common common stock, Stock at Options and Warrants and preferred stock, on an as converted basis, of the Company issued and outstanding as of immediately prior to the Effective Time (the "Fully Diluted Shares"), divided by (ii) the number of Fully Diluted Shares, and (b) the per share exercise price under the applicable option agreement multiplied by the number of Stock Options held. The aggregate amount payable to the fair market value holders of Stock Options under this Section 1.08 is set forth on Schedule 1.08 (which schedule shall be updated by the parties hereto immediately prior to the Effective Time to reflect any exercise, expiration or termination of outstanding stock options between the date of the grantOriginal Merger Agreement and the Effective Time) and is referred to herein as the "Option Settlement Amount." Each such cancellation and payment shall occur pursuant to the terms and conditions established for such cancellation in the applicable stock option agreement and the Company's Second Amended and Restated 2000 Stock Option Plan (the "2000 Plan"). Parent shall fund the total amount set forth in Schedule 1.08 in the column "Paid Out of Merger Consideration" at or immediately prior to the Effective Time through a cash payment to the Company, after which the Company shall pay to each holder of Stock Options an amount calculated in accordance with this Section 1.08 and as set forth in Schedule 1.08 (less any applicable withholding Taxes). Payment of the Option Settlement Amount in this manner shall be exercisable for a period considered part of four (4) years from and to satisfy in part Parent's obligation to pay the date aggregate merger consideration of vesting unless sooner terminated, as described herein$68,000,000 pursuant to Section 1.05. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date For purposes of this Agreement, subject "Stock Options" means the options to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares purchase shares of common stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued outstanding immediately prior to the Executive, during or before the Term of the AgreementEffective Time.

Stock Options. The Executive shall In connection with your acceptance of the position of Vice Chairman of the Board and in consideration of your services as a member of the Board and agreement to provide the General Consulting Services during the term of this agreement, you will be granted options ("Options") to purchase an aggregate of 400,000 2,000,000 shares of Common the Company’s common stock (the “Stock Options”), at an exercise price of equal to the fair market value of the common stock on the date of grant. The Stock Options will vest annually over five (5) years, beginning on the grantfirst anniversary of such date as you elect to step down as the Interim Chief Executive Officer of the Company, and shall be exercisable for a period of four (4) or ten years from the date of grant, whichever shall end first, in accordance with the standard option agreement approved by the Board. Vesting will, of course, depend on you continuing to provide the General Consulting Services. If you resign or you are removed from the Board, vesting of your Stock Options will cease, unless sooner terminatedyou continue to provide the General Consulting Services. If you cease providing General Consulting Services, but continue on the Board, vesting of the Stock Options will cease. If your services are terminated by the Company for Cause (as described hereindefined below), your unexercised Stock Options will be forfeited. The date of grant shall Stock Options will be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 non-statutory stock options each, on each anniversary of the Effective Date of this Agreement, and will be subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control terms of the Company’s 2011 Equity Compensation Plan (f/k/a Milestone Scientific 2011 Stock Option Plan), as defined herein; to the extent of available shares, and the Company’s 2020 Equity Incentive Plan (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Causecollectively, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions “Plan”) and, except as set forth in a registration rights this paragraph, the Company’s standard stock option agreement approved by the Board, to be mutually agreed upon entered into by and between Executive you and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expensereserves the right to modify or discontinue the Plan in the future. Please consult the Plan for further information. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination grant of the Executive, or if there shall be a Change in Control as defined in the Agreement, Stock Options is contingent upon you signing and if the 5 day average closing stock price is equal delivering to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel customary grant documents under the Options and will issue fully paid shares in replacement of Plan (consistent with the Options (“Paid Shares”terms outlined herein). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. The Executive shall be granted options a nonqualified stock option effective March 1, 2000, to purchase 150,000 shares of common stock of the Company under the Input/Output, Inc. 1990 Stock Option Plan (the "OptionsOption Plan") to purchase an aggregate of 400,000 shares of Common Stock at having an exercise price of equal to the fair market value of the stock on the date of grant. The option grant will be evidenced by the Company's standard stock option agreement. This option will vest in equal annual installments over a four-year period beginning on the date of grant, . This option will have a term of ten years and will otherwise be subject to the standard terms and conditions of the Option Plan and as follows: (i) if the Executive's employment is terminated by the Company for any reason or Executive resigns or otherwise terminates his employment for any reason prior to a "change of control" (as defined in the Option Plan as of the date hereof) the option shall be vested and exercisable in accordance with the terms of the Option Plan as of the date hereof and the option agreement to be entered into between Company and Executive; (ii) if the Executive's employment is terminated by the Company for any reason other than for "Cause," or Executive resigns for Good Reason, in either event, within eighteen (18) months after a change of control all unvested installments of option shares under such option shall thereupon automatically accelerate and become fully vested (provided, however, that if Executive resigns for a Good Reason as defined in Section 5(b)(i)(A) below and has not remained employed with the Company for a period of four at least one (41) years from year after the change of control date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options any unvested installment option shares shall vest in installments of 100,000 options each, on each anniversary of accordance with the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in Option Plan and the event that option agreement between the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (iCompany and Executive) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination if Executive becomes entitled to an Employment Payment as defined under Section 5(b), any unvested installments of option shares under such option shall upon such resignation of Executive automatically accelerate and become fully vested; (iv) except as provided in (iii), if the Executive's employment is not terminated within eighteen (18) months after such change of control date, the terms of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; Option Plan and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the option agreement entered into between Company and Executive shall thereafter be entitled controlling with respect to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive vesting and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination exercise of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementrights.

Stock Options. The Executive Employee shall be deemed fully vested in and eligible to exercise all presently unvested stock options previously granted to employee. The number and exercise price of all vested options ("Options") currently held by employee and all unvested options that vest pursuant to purchase an aggregate this Section 2.F are set forth on Exhibit A hereto. Employee shall be eligible to exercise such options for a period of 400,000 one hundred and eighty days following the termination date, and any options not exercised within such period shall lapse and be of no further effect. In the event employee elects to exercise any options as permitted hereunder, employee shall provide written notice of such election to the Company, which notice shall identify the stock option grant that is being exercised, specify the number of shares sought to be acquired and the applicable exercise price, and be accompanied by a cashier's check for the total exercise price for the shares to be acquired. If the options are being exercised to sell the shares to a third party pursuant to a bona fide written offer, verifiable evidence of such offer shall also be provided with the notice. Upon receipt of such notice the Company shall then have the right to either issue stock pursuant to employee's notice of election, or to cancel the option as to the number of shares of Common Stock at stock specified in employee's notice of election. The Company may exercise its right to cancel by providing employee written notice of cancellation within two business days after receiving employee's notice of election, in which event the Company shall return to employee the amount tendered to exercise the options and pay employee an amount equal to (1) the difference between (a) the greater of the closing price of the Company's stock on the date the notice of exercise is received or the price per share offered employee in a bona fide written offer from a third party, and (b) the per share exercise price of the fair market value option; multiplied by (2) the number of the date shares specified in employee's notice of the grant, and election. Payment to employee for cancellation of an option(s) shall be exercisable for a period made within two business days following the Company's notice of four (4election to cancel. Any option(s) years from cancelled by the date of vesting unless sooner terminatedCompany shall have no further force or effect. Except to the extent expressly provided herein, as described herein. The date of grant the Company's Stock Option Plan and any agreements by which Employee was granted stock options shall be controlling with respect to stock options and the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splitsexercise thereof. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than connection with the exercise price ($2.50) of the option on the date of termination or Change in Controlany option, the Company will cancel not require any investment letter or representation from employee, except to the Options and will issue fully paid shares extent that, in replacement the opinion of Company's counsel, the Options (“Paid Shares”)absence of such a letter or representation would result in a violation of applicable federal or state securities laws or regulations. The Company agrees that it will pay any and all income taxes incurred authorize sale of stock obtained by Executive from the issuance employee exercising options within six months of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperworkgrant date unless, but in no event later than December 31 the opinion of the calendar year following the year in which the Executive remits the Company's counsel, sale within such six month period would violate applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination federal or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during state securities laws or before the Term of the Agreementregulations.

Stock Options. The Executive All of your rights and obligations regarding stock options granted to your during your employment with the Company, including without limitation vesting, exercise and expiration, are governed by the terms and conditions of the Company's 1994 and 1996 Stock and Option Plans, as amended, and the stock option agreements between you and the Company, as amended hereby. On the Termination Date, the options issued under each such stock option agreement shall be granted options ("Options") deemed to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of have been held by you for the fair market value of period commencing on the date of its issuance and ending on the grantTermination Date, and plus an additional eighteen (18) months after the Termination Date, for purposes of vesting rights. Any options that are or become vested by reason of the foregoing shall remain exercisable until the earlier of (a) November 11, 2006 or (b) the date the option would otherwise expire at the end of its ten-year term, after which date, unless previously exercised, they will expire. Schedule 1 to this Agreement lists each stock option granted to you by the Company, together with the number of shares that will be vested on the Termination Date pursuant to the terms of this Section 3. The termination of your employment as President of the Company shall be exercisable deemed to be a "Termination of Service" for all purposes under each of the 1994 and 1996 Stock Plans, without regard to any future position you may hold with the Company (as a period board member, consultant or otherwise). You acknowledge and agree that the amendments made pursuant to this Section 3 may have the result of four (4) years from causing those stock options eligible for "ISO" treatment under the date Internal Revenue Code of vesting unless sooner terminated1986, as described hereinamended, to lose such eligibility. The date of grant Any stock options granted to you during your employment which are not vested or which do not become vested pursuant to this Section 3 on the Termination Date shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary expire as of the Effective Termination Date and may no longer be exercised in accordance with the terms of the applicable stock option agreement. Upon the effectiveness of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares all stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive option agreements held by you shall be entitled deemed to register have been amended to reflect the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementthis Section 3.

Stock Options. The Executive shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminatedreceive, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date Date, ------------- an option to purchase 130,000 shares of this Agreementcommon stock of the Company divided into Tranche A and Tranche B of 65,000 shares each (the "Option"), which Option shall be a "non-qualified stock option" for federal income tax purposes. The number of shares subject to the Option shall be adjusted for stock splits, stock combinations or stock dividends but not for equity additions. The Option exercise price shall be $40 per share, subject to anti-dilution provisions relating reduction to adjustments $35 per share on March 31, 1997 in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splitsIPO and the Acquisition have not occurred by such date. In additionExcept as provided in Sections 5 and 6 below, the Options Option shall automatically vest upon the happening with respect to 20% of the following events: shares covered thereby as of the completion of each year of Executive's employment beginning on the Effective Date. Upon termination of the Employment Term for any reason, that portion of the Option that is not vested (iafter giving effect to any acceleration of vesting pursuant to Sections 5 and 6) change shall expire and be forfeited. The Option shall have a 10 year term; provided, however, that in the event of control earlier termination of the Employment Term, the Option shall expire 90 days after the date of such termination if such termination is pursuant to Sections 5.3 or 5.6, and shall expire nine months after the date of such termination if such termination is for any other reason. Executive shall be credited with any dividends attributable to shares covered by the Option other than regular dividends paid out of the Company's current earnings in accordance with a multi-year dividend policy adopted and consistently applied by the Board (it being understood that, as defined herein; (ii) Constructive Terminationsince the Company's current policy is not to pay regular dividends, as defined hereinthe payment of dividends under a new dividend policy that is intended in good faith to result in periodic dividends over a multi-year period shall be deemed regular dividends). Payment of such credited dividends shall be made at the time of, and only if and to the extent that, the Option becomes vested and the shares are purchased upon exercise of the ExecutiveOption; and (iii) termination of provided, however, that the Executive other than for Cause, as defined herein. The unvested Options shares subject to the Option shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register receive the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive proceeds of, and the Company. The Company related exercise price shall file such Registration Statement not be adjusted on account of, the $55.0 million special dividend as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined described in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementCompany's 1996 S-2 filing.

Stock Options. The Executive shall be You and the Company acknowledge and agree that on January 6, 2020, the Board granted you stock options under the Company’s 2016 Stock Incentive Plan, as amended ("Options") the “2016 Plan”), providing you the opportunity to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of benefit from future appreciation with respect to 1.2% fully diluted ownership in the fair market value Company as of the date of the grant, grant (determined on an as-converted basis and shall be exercisable inclusive of shares reserved for a period of four issuance under any Company equity compensation plan) (4) years from the date of vesting unless sooner terminated, as described herein“Equity Award”). The date of grant shall be the Effective Date of this Agreement. The Options Equity Award shall vest in installments with respect to 5/12th of 100,000 options each, on each anniversary such 1.2% (0.5% of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments fully diluted ownership in the event that the Company, among other thingssuch portion referred to herein as the “Time-Based Options”) quarterly over 4 years (from December 2, declares stock dividends2019, effects forward or reverse stock splits. In addition, with a 12-month cliff (meaning amounts that otherwise would vest during the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive first 12 months shall be entitled scheduled to register vest on December 2, 2020). If during the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be twenty-four (24) month period following a Change in Control your employment is terminated without Cause by the Company or by you for Good Reason, then 100% of the Time-Based Options shall be fully vested upon such termination. The Equity Award shall vest with respect to the remaining 7/12th of such 1.2% (the portion that is not the Time-Based Options, such portion, the “Performance Options”) in accordance with the amended vesting schedule set forth in Section 3(e)(ii) below. All vesting is subject to your continued employment with the Company through the applicable vesting date or event. Except as defined described in this Section 3(e)(i), the Equity Award reflects the Company’s standard terms and conditions for grants of equity compensation. For the avoidance of doubt, in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) event of the option on the date of termination or Change in Controlan extraordinary dividend, the Company will cancel shall make equitable adjustments to the Equity Award or provide equivalent cash payments to you (which may be subject to the same vesting schedule as applicable to the Equity Award) in lieu of adjustment. You and the Company acknowledge and agree that on September 23, 2020, the Board reduced the per share exercise price of both the Time Based Options and will issue fully paid shares in replacement Performance Options to $9.82 (the then-current fair market value of a share of the Options (“Paid Shares”Company’s common stock). The Company will pay any stock option agreement that governs the Time-Based Options and all income taxes incurred by Executive from the issuance of stock option agreement that governs the Paid Shares; such reimbursement Performance Options are referred to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well herein as the accelerated vesting provisions above, shall apply to any other options previously issued to “Service-Based Option Agreement” and the Executive, during or before the Term of the “Performance Option Agreement,” respectively.

Stock Options. The Executive In anticipation of the execution of this agreement by December 31, 2004, you have been awarded options to purchase 200,000 shares of Class A common stock of the Company under the Entercom 1998 Equity Compensation Plan (the “Plan”) and such options shall not vest and are forfeited if this Agreement is not executed by December 31, 2004. Such options have a Grant Date of November 9, 2004, a strike price of $35.05, a ten-year term and will vest 25% per year at the end of each of the first four years of full time employment following the grant, except as provided herein. If your employment with the Company is terminated for Cause (as defined in the Plan) all unexercised options will be forfeited in accordance with the terms of the Plan. If your employment is terminated by the Company without Cause all option grants not then vested will continue to vest as set forth in paragraphs 8 and 10(c) hereof; except that, (i) if such termination is due to your death all unexercised options that you then hold shall fully vest or (ii) if such termination is due to your disability, the vesting of options shall be granted options ("Options") to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of as provided in the fair market value Plan in effect as of the date of this Agreement. Any vested options at the grant, and shall time of the termination of your employment by the Company by reason of your death or disability may be exercisable for a period exercised at any time within the shorter of four the expiration of the original ten (410) year term of the option on question or two (2) years from the date of vesting unless sooner terminatedtermination. The foregoing notwithstanding, if you violate any of the Restrictive Covenants contained in paragraph 11 hereof, all unexercised options will be forfeited. Such options will contain such other terms as determined by the Compensation Committee of the Board of Directors. Any option grants hereunder shall be adjusted for any dilution event as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50paragraph 3(b) of the Plan. The foregoing grant of options to purchase 200,000 shares of Class A Stock is intended to be all of your option on grants for the date years 2005, 2006 and 2007 and it is not anticipated that you will receive any further option grants until 2008. Subject to the approval of termination or Change the Compensation Committee of the Board of Directors, commencing in Control, 2008 you will be eligible for discretionary grants of options to purchase Class A common stock of the Company under the Plan. All existing option grants that you now hold will cancel the Options be modified to provide for vesting and that they will issue fully paid shares be exercisable as set forth above and in replacement of the Options (“Paid Shares”paragraphs 8 and 10(c). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.

Stock Options. The Executive Partly as an inducement to the Employee's acceptance of employment with the Company hereunder, the Company shall be granted grant to the Employee options ("Options") to purchase an aggregate of 400,000 ten million (10,000,000) shares of Common Stock at an exercise price the Company's common stock, subject to the Employee's execution and delivery of the fair market value stock option agreement in the form attached hereto as Exhibit A (the "Option Agreement), which shall include terms for full vesting of the date of option shares upon the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each three-year anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments a six month "cliff" as set forth in the event that Option Agreement. Promptly after the Effective Date, the Company shall prepare and promptly file with the Securities and Exchange Commission, at the Company's sole expense, among other thingsa registration statement on Form S-8 covering all of the shares underlying the options granted to the Employee as contemplated by this Section 5(b) and shall use its best efforts to cause such registration statement to be declared effective by the Commission. The Option Agreement shall provide that, declares stock dividendsif Employee's employment with the Company is terminated either by the Company without Cause or by the Employee for Good Reason, effects forward or reverse stock splitsthe vesting of the options shall accelerate such that all unvested shares subject to the options that would otherwise have vested over the period of 12 months following the date of termination will be immediately vested and exercisable as of the date of termination and shall remain exercisable until the first anniversary of the date of termination. In addition, the Options Option Agreement shall automatically vest upon provide that, if Employee's employment with the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive Company is terminated other than either by the Company without Cause or by the Employee for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and Good Reason at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be time following a Change in Control (as defined in below), all shares subject to the Agreement, options shall be immediately vested and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) exercisable as of the option on the date of termination or Change in Control, and shall remain exercisable until the Company will cancel the Options and will issue fully paid shares in replacement first anniversary of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial termtermination. The provisions Employee shall also be eligible to receive future stock option grants during his term of active employment with the Company at the discretion of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term Board of the AgreementDirectors.

Stock Options. The Executive (a) On the Effective Date, Simmons shall be granted options pursuant to the The Nasdaq Stock Markxx, Xxx. Equity Compensation Plan (the "OptionsStock Plan") which has been adopted by the Board and may from time to time be amended, an option to purchase an aggregate of 400,000 2,000,000 shares of Common Nasdaq common stock (subject to applicable adjustments pursuant to Section 4(b) of the Stock at Plan), with a term of 10 years from the date of grant and an option exercise price of equal to the fair market value of Nasdaq common stock on the date of grant. Fair market value shall be determined under the grantterms of the Stock Plan. Subject to Simmons continued employment with Nasdaq, such option shall bexxxx xxercisable (vest) with respect to one-third (1/3) of the shares underlying the option on each of the first, second, and third anniversaries of the date of grant. Notwithstanding the foregoing, upon a Change in Control (as defined in the Stock Plan) the terms set forth in the Stock Plan shall apply to such option. Such option shall be subject to all the terms and conditions of the Stock Plan, including, without limitation, any repurchase rights. Upon any termination of Simmons' employment hereunder prior to the end of the Term by Xxxxxxx for Good Reason or by Nasdaq without Cause (and not on xxxxxxt of death or Permanent Disability), such option to the extent not then vested shall fully vest and shall remain exercisable through the expiration of its term. In the event that Simmons is terminated on account of his death or Permanent Disxxxxxxx, such option to the extent vested shall remain exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the 365 days following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary such termination. In the event this Agreement is not renewed or the Executive that Simmons is terminated other than for on account of Cause, such option shall ixxxxxxxely expire upon such termination without further consideration to Simmons. In the Executive event that Simmons' employxxxx xxreunder is terminated by Simmons other txxx xxx Good Reason or death prior to the end ox xxx Xerm, such option to the extent vested shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file expire ninety (90) days following such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of employment by Simmons. In the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before that the Term shall xxx xxx shall not be renewed pursuant to Paragraphs 4 and 10, such option shall continue through the expiration of the Agreementits term.

Stock Options. The On the Effective Date, or upon approval of the Compensation Committee of the Board, whichever is later, the Company shall grant Executive stock options to purchase 300,000 additional pre-IPO shares of Class B common stock of the Company (“Options”) which shall be granted reverse split on or before the effective date of the Company’s initial public offering. The Options shall consist of the maximum amount of incentive stock options ("Options") as permitted by law and the balance of the Options shall consist of nonqualified stock options. The Options will have a ten-year term and an exercise price equal to purchase an aggregate the opening selling price per share as of 400,000 shares the effective date of Common Stock at an the Company’s initial public offering. In the event the Company’s initial public offering is not effective on or before December 31, 2008, the exercise price of the stock Options will be the fair market value as of the date of the grant, and shall be exercisable for a period of four Effective Date. Options will vest in three (43) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date upon a vesting schedule equal to one-third (33%) of this Agreementthe total Option shares per year subject to rounding in the Company’s discretion. The Options will be subject to the terms and conditions of the 2006 Equity Investment Plan and applicable Form of Stock Option Agreement, as they may be amended from time to time by the Compensation Committee of the Board in its sole discretion. Upon a Change of Control, the Options and all prior awards of options granted to Executive to purchase shares of Class B common stock of the Company will automatically vest provided Executive is employed at the time of the Change of Control. Pre-IPO Options and option shares shall vest be nonvoting ownership and shall have only those rights as determined by the Compensation Committee of the Board in installments its sole discretion. If Executive’s employment is terminated for Cause, all vested and unvested Options and option shares will be forfeited without further action. If Executive’s employment is terminated for any other reason other than for Cause then (i) Executive shall retain Options and option shares that were vested as of the date immediately preceding the Termination Date; and (ii) Executive shall become vested in additional Options automatically on the Termination Date which shall be calculated by the following formula (which shall be rounded to the nearest whole number of Options): (F/365) X 100,000 options each(as adjusted upon the reverse split of the Options to a sum equal one-third of the total post-split shares), on each where F is the number of calendar days between the immediately preceding anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in (or the event that Effective Date if no such anniversary thereof shall have occurred) and the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the ExecutiveTermination Date; and (iii) termination of remaining unvested Options and option shares will be forfeited. Options not exercised by Executive within ninety (90) days after the Executive Termination Date will be forfeited. If Executive’s employment is terminated for any other reason other than for Cause, as defined herein. The Executive shall retain vested Options and option shares, and only unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary terminationoption shares will be forfeited. In the event this Agreement is Options not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred exercised by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty ninety (3090) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of after the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options Termination Date will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementbe forfeited.

Stock Options. The attached Exhibit A details Executive’s vested and unvested options. Upon the Termination Date, Executive’s options shall cease vesting and any unvested options as of such date shall automatically terminate for no consideration, provided, that Executive’s outstanding vested options shall remain exercisable until the earlier of: (i) the second (2nd) anniversary of the Termination Date or (ii) the original expiration date of the applicable option. If, by the date that is twenty-four (24) months following the Termination Date, Executive has not exercised the outstanding vested options in accordance with the procedures set forth in Executive’s option agreements; such options shall terminate and be of no further effect. Nothwithstanding the immediately preceeding sentence, in the event Executive is in possession of material, non-public information about the Company, or the Company has prohibited Executive from selling Company stock on or within 30 days of the second anniversary of the Termination Date, then each of Executive’s outstanding options for vested shares shall remain exercisable until the earlier of (i) the date that is 30 days after the Executive is no longer in possession of material non-public information about the Company and/or the date that is 30 days after the Company removes its prohibition regarding the Executive’s ability to sell Company stock, or (ii) the original 10 year expiration date of the applicable option. Executive’s unvested options shall be granted forfeited as of the Termination Date. Executive’s outstanding incentive stock options ("Options"ISOs) (vested and unvested) will convert to purchase an aggregate nonstatutory stock options (NSOs) if not exercised by the three month anniversary of 400,000 shares the Termination Date, in accordance with applicable law. In addition, and notwithstanding the foregoing, Executive acknowledges that upon the execution of Common Stock at an this Agreement, each unexercised “incentive stock option” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed modified for the purposes of Section 424 of the Code, and, to the extent the exercise price of thereof is less than the fair market value of a share of Company common stock on the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is executed, such option shall no longer qualify as an incentive stock option. This conversion shall not renewed affect the exercisability or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file vesting schedule of such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementoptions.

Stock Options. The On or about the Effective Date, Executive shall be granted options an option ("Options"the “Option”) to purchase an aggregate a total of 400,000 285,000 shares of Company Common Stock at an pursuant to the terms and conditions of the Company’s 2003 Equity Incentive Plan, as may be amended from time to time (the “Stock Plan”). Shares under the Option shall have a per share exercise price of equal to the fair market value of a share of Company Common Stock as of the date of the grant, and as determined by the Board or Compensation Committee, as applicable, in its sole discretion. The Option shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in this Agreement, the Stock Plan and in a registration rights stock option grant notice and stock option agreement to be mutually agreed upon by issued to Executive. Shares under the Option shall have a three (3) year vesting schedule with thirty three and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price one third percent ($2.5033.3%) of the option on shares vesting upon Executive’s completion of one (1) year of continuous employment, and the remaining shares vesting in equal monthly installments for each full month of Executive’s continuous employment thereafter. Except as otherwise specifically set forth herein (including Section 3 of the Consulting Arrangement attached hereto as Exhibit B), in the event of termination of Executive’s employment with the Company for any reason, all stock options and other stock awards then held by Executive shall cease vesting as of the date of such termination (the “Termination Date”), and shall be exercisable after the Termination Date pursuant to the terms of the applicable stock option agreements. Upon either Executive’s termination of employment without Cause (defined below) at any time, or Executive’s resignation for Good Reason (defined below) at any time prior to or within twelve (12) months after a Change in Control, and subject to Executive satisfying the Company will cancel release requirements set forth in Section 9 of this Agreement, Executive shall have six (6) months following the Options and will issue fully paid shares in replacement Termination Date (but not beyond the end of the Options (“Paid Shares”). The Company will pay applicable option term, if earlier) to exercise any and all income taxes incurred by Executive from vested shares subject to the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperworkOption, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other stock options previously issued to the or equity awards then held by Executive, during or before the Term of the Agreement.

Stock Options. The Executive shall Your timely election to terminate your employment pursuant to this Section 9(h) will be granted options treated the same as a termination by the Company without Cause ("Options"as defined in the Agreement) for purposes of your ability to purchase an aggregate of 400,000 shares of Common exercise your Stock at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminatedOptions under your Stock Option Agreements. Accordingly, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date Date, you will have ninety (90) days to exercise any outstanding, vested Stock Options. You and the Company acknowledge and agree that Exhibit C attached hereto accurately reflects the current status of this Agreement, subject stock options granted to anti-dilution provisions relating to adjustments in you by the Company.” Section 9(c) of the Agreement is hereby amended and replaced with the following: “In the event that your employment is voluntarily terminated by you at any time (except as the Companyresult of your timely election to receive the Incentive Package pursuant to subsection (h), among other thingsor for Good Reason within two (2) years after a Change in Control of Health Net, declares stock dividends, effects forward or reverse stock splits. In addition, the Options Inc.) then you shall automatically vest upon the happening not be eligible to receive any payments set forth in this Section 9.” Section 14(e) of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; Agreement is hereby amended and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of replaced with the following: (i) “If you have timely elected the Executive’s termination Incentive Package and entered into the Restrictive Covenant Agreement attached hereto as Exhibit B, and provided that your employment has not been terminated by the Company for CauseCause on or before the Effective Date, as defined herein; and (ii) the Executive’s voluntary termination. In the event then this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive Section 14 shall be entitled of no further force or effect and the terms of the Restrictive Covenant Agreement shall govern. If you have timely elected the Incentive Package and your employment is thereafter terminated by the Company without Cause before the Effective Date, then you will remain eligible to register receive the stock underlying the Options provided hereunder on Incentive Package subject to the terms and conditions set forth above. The Incentive Package is in a registration rights lieu of any other severance benefits under the Agreement or any other agreement to be mutually agreed upon by and between Executive you and the Company, or under any Company policy or program, and in lieu of your participation in the 2005 MIP and 2006 MIP. The If your employment is terminated for Cause before the Effective Date, then you will not be eligible to receive the Incentive Package. In the event that you do not timely elect the Incentive Package, then you and the Company shall file such Registration Statement as promptly as practicable acknowledge and at its sole expense. The Company agree that you will use its reasonable best efforts through its officers, directors, auditors remain subject to the terms and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination conditions of the ExecutiveAgreement, or if there shall be including, but not limited to, participation in the 2005 MIP and the 2006 MIP, a Change in Control severance benefit (as defined in the Agreement), and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) acceleration in vesting of the option your Stock Options based on the date completion of termination or a “Change in Control” transaction (as defined in the Stock Option Plan and Stock Option Agreement), provided that all of the terms and conditions of such benefits set forth in such documents are met.” Except as expressly provided herein, the Company will cancel the Options terms and will issue fully paid shares in replacement conditions of the Options Agreement (“Paid Shares”)including, without limitation, the at-will employment term) shall remain in full force and effect. Your signature below will not only confirm your agreement with and acceptance of the terms of this letter, but will also be your acknowledgement that you will not be entitled to receive or be eligible for any future bonus compensation other than that referred to above. This will also confirm that the terms of this letter have been approved by the Compensation Committee of the Company’s Board of Directors. Please sign one copy of this letter where indicated below and return it to me indicating such agreement and acknowledgement. The Company will pay any other copy is for your records. Sincerely, /s/ Xxx X. Xxxxxxx Xxx X. Xxxxxxx President and all income taxes incurred by Chief Executive from Officer I hereby agree to the issuance amendment to the terms of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperworkmy letter agreement dated May 22, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences2004, as well amended by the letter agreement dated July 2, 2004 and further amended by the letter agreement dated January 28, 2005 as the accelerated vesting provisions set forth above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.. /s/ Xxxx Xxxxxx Xxxx Xxxxxx

Stock Options. The On or about the Effective Date, Executive shall be granted options an option ("Options"the “Option”) to purchase an aggregate a total of 400,000 300,000 shares of Company Common Stock at an pursuant to the terms and conditions of the Company’s 2003 Equity Incentive Plan, as may be amended from time to time (the “Stock Plan”). Shares under the Option shall have a per share exercise price of equal to the fair market value of a share of Company Common Stock as of the date of the grant, and as determined by the Board or Compensation Committee, as applicable, in its sole discretion. The Option shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in this Agreement, the Stock Plan and in a registration rights stock option grant notice and stock option agreement to be mutually agreed upon by and between Executive and issued to Executive. Shares under the Company. The Company Option shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be have a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price four ($2.504) year vesting schedule with twenty-five percent (25%) of the option on shares vesting upon Executive’s completion of one (1) year of continuous employment, and the remaining shares vesting in equal monthly installments for each full month of Executive’s continuous employment thereafter. Except as otherwise specifically set forth herein (including Section 3 of the Consulting Arrangement attached hereto as Exhibit B), in the event of termination of Executive’s employment with the Company for any reason, all stock options and other stock awards then held by Executive shall cease vesting as of the date of such termination (the “Termination Date”), and shall be exercisable after the Termination Date pursuant to the terms of the applicable stock option agreements. Upon either Executive’s termination of employment without Cause (defined below) at any time, or Executive’s resignation for Good Reason (defined below) at any time prior to or within twelve (12) months after a Change in Control, and subject to Executive satisfying the Company will cancel release requirements set forth in Section 9 of this Agreement, Executive shall have six (6) months following the Options and will issue fully paid shares in replacement Termination Date (but not beyond the end of the Options (“Paid Shares”). The Company will pay applicable option term, if earlier) to exercise any and all income taxes incurred by Executive from vested shares subject to the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperworkOption, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other stock options previously issued to the or equity awards then held by Executive, during or before the Term of the Agreement.

Stock Options. The Executive shall Subject to the approval of the Company’s Board of Directors, you will be granted options ("Options") an option to purchase an aggregate of 400,000 900,000 shares of the Company’s Common Stock at an (the “Option”). The exercise price per share of the Option will be the fair market value per share of the date Company’s Common Stock as determined by the Board of Directors or the grantCompensation Committee when the Option is granted. The Option will be a non-statutory option subject to the terms and conditions applicable to options granted under the Company’s 2012 Equity Incentive Plan, and shall be exercisable for a period of four as amended (4) years from the date of vesting unless sooner terminated“Plan”), as described herein. The date of grant shall be in the Effective Date of this Plan and the applicable Stock Option Agreement. The Options shall Vesting will begin on the CFO Start Date, and 25% of the Option shares will vest after 12 months of continuous service following the CFO Start Date, and the balance will vest in equal monthly installments over the next 36 months of 100,000 options eachcontinuous service, as described in the applicable Stock Option Agreement; provided however that on each anniversary or after the CFO Start Date you will be entitled to exercise the Option in full or in part up to the maximum number of shares for which it is exercisable, whether or not fully vested, provided that, upon such exercise, you execute a stock restriction agreement containing a “reverse vesting” schedule equivalent to the Effective Date of this AgreementOption’s vesting schedule. In addition, subject to anti-dilution provisions relating to adjustments in the event that your employment is terminated by the CompanyCompany without “Cause” or you terminate your employment for “Good Reason” (each as defined in Exhibit B hereto), among other things, declares stock dividends, effects forward or reverse stock splits. In additionin either case within 12 months of a “Change in Control” (as defined in the Plan) (a “Double Trigger Acceleration Event”), the Options Option shall automatically vest become 100% vested upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary such termination. In the event this Agreement is not renewed or that the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination unvested portion of the Executive, Option is cancelled (without payment or if there shall be issuance of substitute options) upon the closing of a Change in Control as defined in the Agreement(“Closing”), and if the 5 day average closing stock price is you will be entitled to receive a cash payment equal to or greater than the exercise price ($2.50) amount, if any, that you would have received as a cash-out payment at Closing if such unvested portion of the option Option had been vested at Closing. In the event that you do not become CFO on the date of termination or Change in Controlbefore December 17, 2018, the Company will cancel the Options Option shall terminate and will issue fully paid shares in replacement be of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination further force or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementeffect.

Stock Options. The Effective as of the Closing Date (as defined in the Merger Agreement), the Company shall grant the Executive shall be granted options an option (the "OptionsDEAL OPTION") to purchase an aggregate of 400,000 75,000 shares of Common the common stock of the Company pursuant to the terms of the Company's 1998 Stock at an Incentive Plan (the "OPTION PLAN"). The per share exercise price of the Deal Option shall equal the fair market value of a share of Common Stock on the date Closing Date, as determined in accordance with the terms of the grant, Option Plan. The Deal Option shall vest and shall be become exercisable for a period of four (4) years in full one year from the date of vesting unless sooner terminated, grant. Also effective as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date Date, the Company shall grant the Executive an option (the "OPTION") to purchase 500,000 shares of this Agreementthe common stock of the Company pursuant to the terms of the Option Plan. The per share exercise price of the Option shall equal the fair market value of a share of Common Stock on the Closing Date, as determined in accordance with the terms of the Option Plan. The Option shall vest and become exercisable as to 25% one year after the date of grant; the remainder of the Option shall vest ratably each month over the following three years. Both the Deal Option and the Option shall be subject to anti-dilution provisions relating the terms of the Option Plan and to adjustments such other terms and conditions as may be specified by the Compensation Committee in the form of a standard option agreement between the Company and the Executive; PROVIDED, HOWEVER, that in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening Executive ceases to be an employee of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than Company for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated any reason other than for Cause, the vesting under both the Deal Option and Option shall accelerate and all options thereunder shall become immediately exercisable and the Executive shall be entitled to register retain such options, for the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and remainder of their respective terms, as if he had remained an employee of the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable In the event that the Executive ceases to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination be an employee of the ExecutiveCompany for Cause, or if there then the Executive shall be a Change in Control entitled to retain vested options as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) he had remained an employee of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the unvested options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementlapse.

Stock Options. The As of the date the Executive commences employment hereunder, the Company shall be granted options ("Options") grant to the Executive an option to purchase an aggregate of 400,000 1,000,000 shares of the common stock, $.01 par value of the Company (“Common Stock Stock”) under the SAVVIS, Inc. 2003 Compensation Plan (the “Compensation Plan”) at an exercise price per share equal to the public market closing price on March 10, 2006 (the “Option”). The shares that are subject to the Option shall vest at the rate of twenty-five percent (25%) per year (each, an “Annual Vesting Period”) on each of the fair market value of the date of the grant, and shall be exercisable for a period of first four (4) years from the date anniversaries of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, (each a “Vesting Date”); provided that the Executive is still employed by the Company on each such Vesting Date; provided further, that, if the Executive’s employment is terminated by the Company at any time after the first anniversary of the Effective Date without Cause or by the Executive for Good Reason (i) the shares that are subject to the Option shall vest through the date of such termination on a pro rata basis for the period of time during which the Executive was employed by the Company in the Annual Vesting Period in which such termination occurred, and (ii) all such vested Options shall be immediately exercisable and shall remain exercisable for 18 months after the date of termination. Vesting of the Option is also subject to the terms of Section 7 of this Agreement. Except as may be modified by the terms of this Agreement, the Option and all other options granted to the Executive by the Company shall be subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening terms of the following events: (i) change of control Compensation Plan and any applicable option certificate and shareholder and/or option holder agreements and other restrictions and limitations generally applicable to equity held by Company executives or otherwise required by law. The Executive shall not be eligible to receive any stock options, restricted stock or other equity of the Company, however, whether under an equity incentive plan or otherwise, except as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event expressly provided in this Agreement is not renewed or as otherwise expressly authorized for him individually by the Executive is terminated other than for CauseBoard. Further, prior to issuing the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary Option or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other stock options previously issued to the Executive, during or before the Term of Company may require that the AgreementExecutive provide such representations regarding the Executive’s sophistication and investment intent and other such matters as the Company may reasonably request.

Stock Options. Executive shall receive a stock option grant of 650,000 shares of Company common stock (the "Option Shares"). The Option Shares will vest over a five (5) year period from the Effective Date; provided that Executive is employed as of any vesting date and if Executive is terminated for cause, all unvested stock will be forfeited and cancelled; and provided further that Executive shall be granted options fully vested in any, then unvested Option Shares ("Options"A) to purchase an aggregate of 400,000 shares of Common Stock at an exercise price in the event of the fair market value termination of Executive's employment by the Company other than for Cause (as defined below), (B) upon the consummation of a Change in Control, or (C) upon the death or disability of the Executive. This stock option grant shall be under the Company 2002 Incentive Stock Option Plan and the parties shall enter into a separate stock option agreement reflecting the terms of this stock option grant. The stock option grant shall provide that any vested options, may be exercised at any time within 7 years after the date of vesting, except that any options that vest because of an event described in (A), (B) or (C) may be exercised only during the grant, and shall be exercisable for a seven (7) year period beginning on occurrence of four (4) years from the date of vesting unless sooner terminated, as described hereinevent. The date of stock option grant shall be further provide that, if at any time when there is not an effective Registration Statement on Form S-8 covering the Effective Date of this Agreement. The Options option shares, the Company shall vest in installments of 100,000 options each, on each anniversary of determine to prepare and file with the Effective Date of this Agreement, subject to anti-dilution provisions Securities and Exchange Commission a registration statement relating to adjustments in an offering for its own account or the event that account of others under the CompanySecurities Act of 1933 of any of its equity securities, among other things, declares stock dividends, effects forward than on Form S-4 or reverse stock splits. In additionForm S-8 (each as promulgated under the Securities Act), the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of Company provide the Executive other than for Causewith written notice of such determination and, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or if the Executive is terminated other than for Causeso desires, the Company will cause the registration under the Securities Act of such number of option shares as the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Companydesignate. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersto register, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination maintain the effectiveness of the Executiveregistration, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) for resale all of the option on Option Shares granted to Executive pursuant to a Form S-8 (or any successor form) registration statement under the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementSecurities Act.

Stock Options. The a. Simultaneously with the execution of this Agreement, the Company shall grant to the Executive an option to purchase that number of shares of the Company's common stock equal to 10% of the Company's fully diluted and outstanding common stock (less the number of shares represented by the warrants to purchase shares held by Xxxxxx Xxxxxxx as of the date hereof (the "Warrants")) on the date hereof at a price equal to the average of the last reported sales prices of the Company's common stock for the twenty (20) trading days immediately preceding the date hereof as reported in the Nasdaq National Market System or, if such common stock is traded on a national securities exchange, the average of the last reported sales prices of the Company's common stock for the twenty (20) trading days immediately preceding the date hereof as reported on any such exchange on which the Company's common stock is listed. Such option shall be granted options ("Options") immediately exercisable with respect to purchase an aggregate of 400,000 shares of Common Stock at an exercise price 20% of the fair market value shares covered thereby and such option shall be exercisable with respect to an additional 20% of the shares covered thereby on each of the first, second, third and fourth anniversaries of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest Notwithstanding the foregoing, in installments of 100,000 options each, on each anniversary the event the Executive's employment hereunder is terminated by the Company other than for Cause (as defined herein) or by the Executive by Permitted Resignation (as defined herein) prior to the end of the Effective Date term of this Agreement, subject to anti-dilution provisions relating to adjustments such option shall immediately vest and become exercisable in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splitsaccordance with Section 11(b) hereof. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or If the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control Cause (as defined in the Agreementherein), and if the 5 day average closing all stock price is equal to options, whether or greater than the exercise price ($2.50) of the option on the date of termination or Change in Controlnot vested, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay shall immediately terminate without any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be payment made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to himtherefor. If the 5 day average closing Executive resigns (other than by Permitted Resignation), all unvested stock price is less than options shall immediately terminate without any payment therefor. Upon the exercise price Employee's death or Disability ($2.50) of the option as defined herein), all unvested stock options that are to vest on the next anniversary date of termination or Change in Control, the this Agreement shall immediately vest and become exercisable and all other unvested stock options will remain exercisable over the initial termshall immediately terminate without any payment made therefor. The provisions of agreement evidencing such option shall be substantially in the three preceding sentences, form attached hereto as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreement.Exhibit A.

Stock Options. The In connection with Executive’s acceptance of employment, the Company shall grant stock options to Executive shall be granted options ("Options") to purchase an aggregate of 400,000 covering 10,000 shares of Common Stock at an the Company’s common stock with a per share exercise price equal to the closing price of the fair market value Company’s stock on the date of grant. Such options will vest as to 25% of the covered shares on the date of grant, and shall vest as to the remaining covered shares in cumulative 25% share increments on each of the first, second, and third anniversary of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that if Executive is then employed by the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, and such award shall be subject to the Options shall automatically vest upon the happening of the following events: (i) change of control terms and conditions of the Company’s form of non-qualified stock option award agreement. Other periodic stock and non-qualified stock option grants to Executive, as defined herein; (ii) Constructive Terminationif any, as defined herein, of while the Executive; and (iii) termination of Company employs Executive during the Executive other than for Cause, as defined herein. The unvested Options Term shall automatically terminate upon be determined by the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary terminationBoard or a committee thereof in its discretion. In the event of a termination pursuant to paragraph 8(d) hereof or a resignation pursuant to paragraph 9 hereof, for which purposes sections 10(a) and 10(c) of this Agreement is not renewed shall control, all vested options held by Executive on the effective date of such termination or the Executive is terminated other than for Cause, the Executive resignation shall be entitled to register the stock underlying the Options provided hereunder on exercisable in accordance with the terms and conditions of such grants until the later of the date set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary grant or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the twelve (12) months following Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the ’s date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperworktermination, but in no event later than December 31 beyond the expiration date of the calendar year following relevant option. Upon a change in control, as defined in the year option agreement, all unvested options shall vest and become exercisable immediately in which accordance with the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) terms of the option on agreement. All other unvested options shall expire in accordance with the date terms of termination or Change in Controlsuch grants. Except as set forth herein, the options will remain exercisable over the initial term. The provisions terms of the three preceding sentences, as well stock option grants under this paragraph 5 shall be otherwise in accordance with and subject to the terms of the Company’s 2001 Long Term Incentive Plan or successor plan and such terms and conditions as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during Board or before the Term of the Agreementa committee thereof may specify.

Stock Options. The Executive shall On December 20, 2007 you will be granted awarded options ("Options") to purchase an aggregate of 400,000 150,000 shares of Common Stock at an exercise Class A common stock of the Company under the Entercom Equity Compensation Plan (the “Plan”). Such options shall have a strike price equal to the closing price of the fair market value Company’s Class A common stock on December 20, 2007, a ten-year term and will vest 25% per year at the end of each of the first four years of full time employment following February 29, 2008, except as provided herein. If your employment with the Company is terminated for Cause (as defined in the Plan) all unexercised options will be forfeited in accordance with the terms of the Plan. If your employment is terminated by the Company without Cause all option grants not then vested will continue to vest as set forth in paragraphs 8(c) hereof; except that, (i) if such termination is due to your death all unexercised options that you then hold shall fully vest or (ii) if such termination is due to your disability, the vesting of options shall be as provided in the Plan in effect as of the date of this Agreement. Any vested options at the grant, and shall time of the termination of your employment by the Company by reason of your death or disability may be exercisable for a period exercised at any time within the shorter of four the expiration of the original ten (410) year term of the option on question or two (2) years from the date of vesting unless sooner terminatedsuch termination of your employment. The foregoing notwithstanding, if you violate any of the Restrictive Covenants contained in paragraph 9 hereof, all unexercised options will be forfeited. Such options will contain such other terms as determined by the Compensation Committee of the Board of Directors. Any option grants hereunder shall be adjusted for any dilution event as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreement, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening of the following events: (i) change of control of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50paragraph 3(b) of the Plan. The foregoing grant of options to purchase 150,000 shares of Class A common stock is intended to be all of your option grants during the initial Term of this Agreement ending on February 28, 2011 and it is not anticipated that you will receive any further option grants until after February 28, 2011. Subject to the date approval of termination or Change in Controlthe Compensation Committee of the Board of Directors, commencing on March 1, 2011 you will be eligible for discretionary grants of options to purchase Class A common stock of the Company will cancel under the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”)Plan. The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any Any other options previously issued to the Executive, during or before the Term of the Agreementthat you currently hold will continue in effect in accordance with their existing terms.

Stock Options. The Company shall grant to the Executive shall be granted options a stock option ("Options"the “Option”) to purchase an aggregate of 400,000 150,000 shares of Common Stock the Company’s common stock at an exercise price of per share equal to the fair market value of per share on the date of the grant, and which shall be a date determined by the Compensation Committee of the Board to occur on or as soon as practicable after the Effective Date. The Option shall vest and become exercisable in four equal annual installments beginning one year following the grant date (or as otherwise provided in the applicable award agreement), so long as the Executive’s employment continues through such vesting dates; provided, however, that in the event of the Executive’s termination of employment by the Executive for Good Reason or by the Company without Cause within two years after the effective date of a period Change in Control, the Option, to the extent then outstanding, shall fully vest. The term of four (4) the Option will be ten years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. The Options shall vest in installments of 100,000 options each, on each anniversary of the Effective Date of this Agreementgrant, subject to anti-dilution provisions relating to adjustments earlier termination in the event that the CompanyExecutive’s employment terminates. The Option shall be subject to the terms of Krispy Kreme Doughnuts, among Inc. 2000 Stock Incentive Plan, as amended, or its successor plan (the “Stock Incentive Plan”), and the form of Nonqualified Stock Option Agreement attached hereto as Exhibit A, which shall have terms similar to the current form of nonqualified stock option agreement used with other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening executive officers of the following events: (i) change Companies. The Executive agrees that in the event of control his resignation, without the prior written consent of the CompanyBoard, as defined herein; (ii) Constructive Termination, as defined herein, he will not sell or otherwise transfer any of the Executive; and (iii) shares received pursuant to the Option granted under this Section 4.06 or the economic benefit thereof prior to the first anniversary of his termination of employment with the Companies, except that this Agreement shall not prevent the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon from selling a number of such shares required to fund his tax liability resulting from the happening exercise of the following: (i) Option and provided further that this restriction shall not apply in the event of the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination of the Executive, or if there shall be employment within two years after a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in Control, the Company will cancel the Options and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any and all income taxes incurred by Executive from the issuance of the Paid Shares; such reimbursement to be made within thirty (30) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits for Good Reason or by the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the AgreementCompanies not for Cause.

Stock Options. The Effective as of the Closing Date (as defined in the Merger Agreement), the Company shall grant the Executive shall be granted options an option (the "OptionsDEAL OPTION") to purchase an aggregate of 400,000 75,000 shares of Common the common stock of the Parent pursuant to the terms of the Parent's 1998 Stock at an Incentive Plan (the "OPTION PLAN"). The per share exercise price of the Deal Option shall equal the fair market value of a share of Common Stock on the date Closing Date, as determined in accordance with the terms of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described hereinOption Plan. The date of grant shall be the Effective Date of this Agreement. The Options Deal Option shall vest and become exercisable in installments of 100,000 options eachfull on February 1, on each anniversary 1999. Also effective as of the Effective Date Date, the Company shall grant the Executive an option (the "OPTION") to purchase 500,000 shares of this Agreementthe common stock of the Parent pursuant to the terms of the Option Plan. The per share exercise price of the Option shall equal the fair market value of a share of Common Stock on the Closing Date, as determined in accordance with the terms of the Option Plan. The Option shall vest and become exercisable as to 25% on February 1, 1999; the remainder of the Option shall vest ratably on the first day of each month over the following three years. Both the Deal Option and the Option shall be subject to anti-dilution provisions relating the terms of the Option Plan and to adjustments such other terms and conditions as may be specified by the Compensation Committee in the form of a standard option agreement between the Company and the Executive. In the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits. In addition, the Options shall automatically vest upon the happening Executive ceases to be an employee of the following events: Company for any reason other than (i) change if he is terminated for "Cause", "Disability" or on account of control his death, or (ii) if he resigns without "Good Reason" (as each term is defined below), the vesting under both the Deal Option and the Option shall accelerate and all options thereunder shall become immediately exercisable and the Executive shall be entitled to retain such options, for the remainder of their respective terms, as if he had remained an employee of the Company, as defined herein; (ii) Constructive Termination, as defined herein, of the Executive; and (iii) termination of the Executive other than for Cause, as defined herein. The unvested Options shall automatically terminate upon the happening of the following: (i) the Executive’s termination for Cause, as defined herein; and (ii) the Executive’s voluntary termination. In the event this Agreement is not renewed or that the Executive ceases to be an employee of the Company because he is terminated other than for CauseCause or resigns without Good Reason, the Executive shall be entitled to register retain the stock underlying the Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and then-vested portion of such options as if he had remained an employee of the Company, but the unvested portion of such options shall lapse. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Upon any termination In the event of the Executive, 's death or if there shall be a Change in Control as defined in the Agreement, and if the 5 day average closing stock price is equal to or greater than the exercise price ($2.50) of the option on the date of termination or Change in ControlDisability, the Company will cancel vesting under both the Options Deal Option and will issue fully paid shares in replacement of the Options (“Paid Shares”). The Company will pay any Option shall accelerate and all income taxes incurred by Executive from the issuance options thereunder shall become immediately exercisable and shall remain outstanding for a period of the Paid Shares; such reimbursement to be made within thirty twelve (3012) days of Executive’s request for reimbursement accompanied by appropriate supporting paperwork, but in no event later than December 31 of the calendar year following the year in which the Executive remits the applicable taxes on the Paid Shares issued to him. If the 5 day average closing stock price is less than the exercise price ($2.50) of the option on the date of termination or Change in Control, the options will remain exercisable over the initial term. The provisions of the three preceding sentences, as well as the accelerated vesting provisions above, shall apply to any other options previously issued to the Executive, during or before the Term of the Agreementmonths.