Common use of Accelerated Vesting Clause in Contracts

Accelerated Vesting. (a) Immediately prior to the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. Notwithstanding any provision to the contrary in the AK Steel Holding Corporation Stock Incentive Plan as amended or any other similar plan of the Company or Holding (aeach, a “Plan”), or under the terms of any grant, award agreement or form for exercising any right under the Plan, you shall have the right: i. to exercise any stock option awarded to you under the Plan without regard to any waiting period required by the Plan or award agreement (but subject to a minimum six month holding period from the date of award and any restrictions imposed by law) Immediately prior to from the effective date of the Change in ControlRelease of Claims until the first to occur of the third anniversary of your Date of Termination or the date the award expires by its terms; and ii. to the absolute ownership of any shares of stock granted to you under the Plan, free of any restriction on your right to transfer or otherwise dispose of the Unvested Shares shares (but subject to this option shall automatically become Vested Sharesa minimum six month holding period from the date of grant and any restrictions imposed by law), and this option shall become exercisable for all regardless of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and whether entitlement to the extent: (i) this option will be assumed shares is contingent or absolute by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program grant; and AKS shall take such action as soon as practicable after the effective date of the successor corporation which preserves the spread existing Release of Claims as is necessary or appropriate to eliminate any restriction on the Unvested Shares your ownership of, or your right to sell or assign, any such shares; or, at the time of the Change its option, AKS shall pay you, in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable exchange for such shares) and provides for subsequent payout of that spread , no later than ten days after the time Optionee would otherwise vest effective date of the Release of Claims, an amount in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except cash equal to the extent assumed by greatest aggregate market value of the successor corporation (or parent thereof) or otherwise continued shares during the Notice Period. You agree that for a period of six months after your Date of Termination you will to continue to comply with all AKS policies and directives related to trading in Holding stock which were in effect pursuant prior to the terms your notice of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control termination. You shall not be automatically subject to blackouts or otherwise continued in effectother directives related to trading imposed after your Date of Termination, then this option but you shall be appropriately adjustedsubject to any limitations on trading during that time imposed by law, upon such Change in Control, including but not limited to apply prohibitions with respect to the number ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Controlshort swing profits. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. Notwithstanding any provision to the contrary in the AK Steel Holding Corporation Stock Incentive Plan as amended or any other similar plan of the Company or Holding (aeach, a “Plan”), or under the terms of any grant, award agreement or form for exercising any right under the Plan, you shall have the right: i. to exercise any stock option awarded to you under the Plan without regard to any waiting period required by the Plan or award agreement (but subject to a minimum six month holding period from the date of award and any restrictions imposed by law) Immediately prior to from the effective date of the Change in ControlRelease of Claims until the first to occur of the third anniversary of your Date of Termination or the date the award expires by its terms; and ii. to the absolute ownership of any shares of stock granted to you under the Plan, free of any restriction on your right to transfer or otherwise dispose of the Unvested Shares shares (but subject to this option shall automatically become Vested Sharesa minimum six month holding period from the date of grant and any restrictions imposed by law), and this option shall become exercisable for all regardless of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and whether entitlement to the extent: (i) this option will be assumed shares is contingent or absolute by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program grant; and AKS shall take such action as soon as practicable after the effective date of the successor corporation which preserves the spread existing Release of Claims as is necessary or appropriate to eliminate any restriction on the Unvested Shares your ownership of, or your right to sell or assign, any such shares; or, at the time of the Change its option, AKS shall pay you, in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable exchange for such shares) and provides for subsequent payout of that spread no later than , at the same time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. any payments under Sections E(2)(a), (b) Immediately following the Change or (c), an amount in Control, this option shall terminate and cease to be outstanding, except cash equal to the extent assumed by greatest aggregate market value of such shares during the successor corporation (or parent thereof) or otherwise continued Notice Period. You agree that for a period of six months after your Date of Termination you will continue to comply with all AKS policies and directives related to trading in Holding stock which were in effect pursuant prior to the terms your notice of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control termination. You shall not be automatically subject to blackouts or otherwise continued in effectother directives related to trading imposed after your Date of Termination, then this option but you shall be appropriately adjustedsubject to any limitations on trading during that time imposed by law, upon such Change in Control, including but not limited to apply prohibitions with respect to the number ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Controlshort swing profits. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation’s repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in ControlCorporate Transaction, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlCorporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation’s repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately and proportionately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate and proportionate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in ControlCorporate Transaction, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlCorporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, all or a portion of the RSUs covered by this Agreement will become nonforfeitable and payable to Grantee upon the occurrence of the earliest of any of the following events (ato the extent provided below): a. If, while Grantee is continuously employed by the Company or any of its Subsidiaries (or any of their successors), a Change of Control occurs and a Replacement Award is not provided to Grantee on the date of such Change of Control, the number of RSUs that will become nonforfeitable and payable to Grantee shall equal the number of RSUs that Grantee would be entitled to receive based on actual achievement of the performance conditions described on Exhibit A on a Prorated Basis (as defined in Exhibit A) Immediately as of the most recent date prior to the effective Change of Control for which applicable data for such determination is publicly available, as determined by the Board or the Committee pursuant to Exhibit A. Such number of RSUs shall become nonforfeitable and payable to Grantee on the date of such Change of Control. b. If Grantee’s employment with the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all Company or any of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extentits Subsidiaries (or any of their successors) terminates at any time as a result of: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or Grantee’s death, (ii) this option is Grantee’s Disability (pursuant to be replaced with a cash incentive program subparagraph 5(b)(ii) of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control Employment Agreement), (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such sharesiii) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. a Termination Without Cause or (biv) Immediately following the Change in Controla Termination For Good Reason, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number of RSUs that will become nonforfeitable and class payable to Grantee shall equal the number of securities which RSUs that Grantee would have been issuable entitled to Optionee receive if Grantee had remained employed until the last day of the Performance Period (based on actual achievement of the performance conditions described on Exhibit A during the Performance Period, as determined by the Board or the Committee after the end of the Performance Period). Such number of RSUs shall become nonforfeitable and payable to Grantee on or before March 15 of the calendar year immediately following the end of the Performance Period. c. Subject to the remainder of this Section 5(c) and Grantee’s compliance with the Retirement Conditions, if, on or after January 1, 2026, Grantee has: (i) attained the age of 65 and completed at least three (3) years of Continuous Retirement Service; (ii) attained the age of 55 and completed at least three (3) years of Continuous Retirement Service, and the sum of Grantee’s age (rounded down to the nearest whole year) and years of Continuous Retirement Service is equal to or greater than 70; or (iii) completed at least twenty (20) years of Continuous Retirement Service (any of the circumstances described in consummation clauses (i), (ii), or (iii) of this Section 5(c) referred to as becoming “Retirement Eligible”), the RSUs covered by this Agreement shall continue to vest in accordance with this Agreement on the same terms as though Grantee had remained employed until the last day of the Performance Period. Such number of RSUs shall become nonforfeitable and payable to Grantee on or before March 15 of the calendar year immediately following the end of the Performance Period. Notwithstanding the foregoing, the continued vesting and settlement of RSUs described in this Section 5(c) shall only apply if Grantee complies with the Restrictive Covenant Obligations until the time that such Change RSUs are paid to Grantee, and the Company reserves the right to withhold payment for any vested RSUs in Control had the option been exercised immediately event that Grantee violates the Restrictive Covenant Obligations prior to the date on which such Change in Control, RSUs are paid to Grantee (and appropriate adjustments such vested RSUs shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration forfeited for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Controlno consideration). (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Change in Control, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction and the Company’s repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Noticethis Option Agreement. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of connection with the Change in Control transactionControl. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectControl, then this option shall be appropriately adjusted, upon immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the actual holders of the Company’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement Upon an Involuntary Termination of Optionee’s Service within eighteen (18) months following a Change in Control in which this option is assumed or replaced and the Company’s repurchase rights with respect to the unvested Option Shares are assigned, all the Option Shares at the time subject to this option but not otherwise vested shall not in automatically vest and the Company’s repurchase rights with respect to those shares shall terminate so that this option shall immediately become exercisable for all such Option Shares as fully-vested shares of Common Stock and may be exercised for any way affect or all of those shares at any time prior to the right earlier of (i) the Expiration Date, or (ii) the expiration of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part three (3)-month period measured from the date of its business or assetsthe Involuntary Termination.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully vested shares and may be exercised for any or all of those Option Shares as vested shares. HoweverNotwithstanding the foregoing, with respect to any option that is subject to Section 409A of the Code and payment or settlement of the option is to be accelerated in connection with the Corporate Transaction, no Corporate Transaction will be deemed to have occurred for purposes of the Plan and any option agreement unless such event(s) also constitutes a “change in the ownership”, “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation as defined under Section 409A of the Code. In addition, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation’s repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) Should there occur an Involuntary Termination of Optionee’s Service within twelve (12) months following a Corporate Transaction in which the Option Shares do not otherwise vest on an accelerated basis pursuant to Paragraph 6(a), then all the Option Shares subject to this option at the time of such Involuntary Termination but not otherwise vested shall automatically vest and the Corporation’s repurchase rights with respect to those shares shall terminate so that this option shall immediately become exercisable for all the Option shares as fully-vested shares, to the extent that such acceleration and termination of repurchase rights would not give rise to adverse tax consequences to the Optionee under Section 409A of the Code. The option shall remain exercisable for any or all of those vested Option Shares until the earlier of (1) the Expiration Date or (ii) the expiration of the one (1) year period measured from the date of the Involuntary Termination. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. The Options will also contain the following terms: (aA) Immediately in the event your employment as Chief Executive Officer of the Company is terminated without cause by the Company (as customarily defined and mutually agreed to in the stock option documentation) or you depart for good reason (as customarily defined and mutually agreed to in the stock option documentation, provided that a change in your Chief Executive Officer position, title, responsibilities and duties to any other Company employee position shall constitute good reason, unless you are made at least a Vice President of the Company with a base salary of at least $150,000 per year and you remain on the Board of Directors of the Company) prior to a Corporate Transaction (as defined in the stock option plan), the vesting of the Options that have been granted to you as of the date of such termination shall accelerate as if you had provided an additional (x) 12 months of service to the Company from termination if such termination occurs prior to an Additional Financing(s) raising $9 million or more or (y) 6 months of service to the Company from termination if such termination occurs following an Additional Financing(s) raising $9 million or more; and (B) in the event your employment as Chief Executive Officer of the Company is terminated without cause by the Company or if you resign for good reason as a condition to or within 12 months after a Corporate Transaction, the Options that have been granted to you as of the date of such termination will vest in full. In either such event, you will have 90 days from the date of termination to exercise any unexercised, vested Options. If you are terminated with cause by the Company, resign from the Company (or a successor) without good reason, die or become permanently disabled, you will not be entitled to any accelerated vesting or severance benefits. In addition, if you are entitled to accelerated vesting pursuant to this paragraph at any time prior to the effective date of that the Change in ControlAdditional Option is granted, then, at such time(s) that the Additional Option would have been granted to you pursuant to paragraph 2 above, the Unvested Shares subject to this Company will grant you the Additional Option as a nonqualified stock option which shall automatically become Vested Shares, and this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares immediately vested at the time of the Change in Control (the excess grant for that number of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities shares which would have been issuable to Optionee in consummation of such Change in Control otherwise become vested had the option Additional Option been exercised immediately granted to you prior to such Change the acceleration event (with the acceleration provisions contained in Control, and appropriate adjustments shall also be made this paragraph 3 applying to the Exercise Price, provided the aggregate Exercise Price shall remain the sameAdditional Option as well). To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in ControlIn such event, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement Additional Option shall not in be subject to any way affect further vesting and you will have 90 days after the right date of the Corporation grant to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assetsexercise such vested Additional Option.

Accelerated Vesting. Notwithstanding anything to the contrary in the Option Equity Documents, (ai) Immediately the Company shall accelerate the vesting of all then-unvested outstanding options to purchase shares of the Company’s Common Stock such that one hundred percent (100%) of such shares shall be deemed immediately vested and exercisable as of the later of the Separation Date or the Effective Date (such later date, the “Accelerated Vesting Date”) and (ii) all of your Vested Options (including the option shares receiving accelerated vesting under the prior clause (i)) shall remain exercisable for and you may exercise such options on or prior to the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and which is one year after your Separation Date (except to the extent: (i) this option will be assumed by the successor corporation (extent such period expires on an earlier date or parent thereof) or otherwise continued in effect is extended pursuant to the terms of the Change Option Equity Documents), provided that in Control transaction or (ii) order to effectuate the accelerated vesting and extended exercise period contemplated by this option is to be replaced with a cash incentive program section, the unvested portion of the successor corporation which preserves shares subject to any outstanding option to purchase shares of the spread existing Company’s Common Stock that would otherwise terminate or be forfeited on the Unvested Shares Separation Date will be delayed until the Accelerated Vesting Date (at which time acceleration will occur). Furthermore, notwithstanding anything to the time contrary in the applicable award agreement or the Plans with respect to your unvested restricted stock units relating to common shares of the Change in Control Company (“Unvested RSUs”), the excess Company will accelerate the vesting of your Unvested RSUs as of the Fair Market Value Separation Date, and all vested RSU’s (including the accelerated vested RSU’s shall be settled into common shares of those the Company within 15 days following the later of the Separation Date or the Effective Date of this Agreement (with applicable tax withholding achieved by withholding of shares), provided that in order to effectuate the accelerated vesting of RSUs contemplated by this section, the Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of RSU’s that spread no later than the time Optionee would otherwise vest in terminate or be forfeited on the Option Shares Separation Date will be delayed until the Accelerated Vesting Date (at which time acceleration will occur). Except as expressly set forth in the Grant Notice. (bthis Section 2(d) Immediately following the Change in Controlof this Agreement, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change Equity Documents shall continue in Control transactionfull force in all respects. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, this option, to the extent outstanding at that time, but not fully exercisable, shall automatically accelerate in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become fully exercisable for any or all of those Option Shares at the Unvested Shares time subject to this option shall automatically become Vested Sharesas fully- vested shares of Common Stock. However, and no such acceleration of this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis occur if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Option Shares for which this option is not otherwise exercisable at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest same exercise schedule in effect for the Option Shares option pursuant to the Exercise Schedule as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed by the successor corporation (or parent thereof) in a Corporate Transaction, and at the time of, or within twelve (12) months following such Corporate Transaction, either (i) Optionee is offered a Lesser Position in replacement of the position held by him or her immediately prior to the Corporate Transaction or (ii) Optionee's Service terminates by reason of an Involuntary Termination, then, effective as of the date on which such Lesser Position is offered to Optionee or the effective date of such Involuntary Termination, respectively, this option, to the extent outstanding at that time but not fully exercisable shall automatically accelerate in part so that this option shall immediately become exercisable for the next annual installment of Option Shares for which this option is scheduled to become exercisable in accordance with the Exercise Schedule set forth in the Grant Notice. Following such acceleration, to the extent Optionee continues in Service, the Exercise Schedule shall be adjusted so that this option shall become exercisable for the remaining annual installments of Option Shares (which were otherwise to become exercisable on the subsequent anniversaries of the Vesting Commencement Date) on each subsequent anniversary of the effective date of such acceleration. Following an Involuntary Termination, this option shall remain exercisable for any or all of the vested Option Shares until the earlier of (i) the expiration of the option term or (ii) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination. (d) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.