Common use of Accelerated Vesting Clause in Contracts

Accelerated Vesting. (a) 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 Corporate Transaction, become fully exercisable for all of those Option Shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stock. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation'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 Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (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. (a) In A. All stock options granted to Executive prior to December 12, 2006, to the event of any Corporate Transaction, the Option Shares at the time subject to this option extent outstanding but not otherwise vested shall automatically vest at the time of a Change in full so that this option Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the effective date underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after December 12, 2006 shall be subject to such accelerated vesting provisions tied to a Change in Control as the Corporate Transaction, become fully exercisable Board of Directors or Compensation Committee may establish at the time of grant and set forth in the documentation for all of those Option Shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockeach such grant. However, each outstanding stock option or other equity award granted to Executive on or after the Option Shares December 12, 2006 shall not vest on such an accelerated basis if and in full immediately prior to a Change in Control, to the extent: extent the following conditions are satisfied with respect to each such stock option or equity award: (i) this the stock option is not to be assumed by the successor corporation (or its parent thereofcompany) or otherwise continued in the Corporate Transaction and the Corporation's repurchase rights with respect effect pursuant to the unvested Option Shares are assigned terms of the Change in Control, (ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and (iii) the equity award is not to be assumed by the successor corporation (or its parent thereofcompany) or (ii) this option otherwise continued in effect pursuant to the terms of the Change in Control or is not to be replaced with a cash incentive program plan that preserves the economic value of the successor corporation which preserves the spread existing on the unvested Option Shares award at the time of the Corporate Transaction (Change in Control and which vests at the excess same or faster rate as the vesting schedule applicable to that award. B. If the Company enters into a transaction which is not a Change in Control but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Fair Market Value of those Option Shares over stock options granted to Executive before the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation effective date of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, transaction shall vest and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon become exercisable on an accelerated basis in accordance with at the terms time of such Significant Event and conditions that all or a portion of any special addendum attached other outstanding equity award made to this Agreement. Executive under the Company’s 1997 Stock Incentive Plan (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 assetssubsequent plan) shall also vest at that time.

Accelerated Vesting. (a) 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 Corporate Transaction, become fully exercisable for all of those the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockshares. However, the Option Shares shall not NOT vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation'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 Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same.. -------- (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (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. (a) In the event of any Corporate TransactionTransaction while Optionee remains in Service, 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 Corporate Transaction, become fully exercisable for all of those the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockshares. However, the Option Shares shall not NOT vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation'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 Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (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. (a) In A. All stock options granted to Executive prior to December 12, 2006, to the event of any Corporate Transaction, the Option Shares at the time subject to this option extent outstanding but not otherwise vested shall automatically vest at the time of a Change in full so that this option Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the effective date underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after the Corporate TransactionDecember 12, become fully exercisable 2006 shall be subject to such accelerated vesting provisions tied to a Change in Control as the Board of Directors or Compensation Committee may establish at the time of grant and set forth in the documentation for all of those Option Shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockeach such grant. However, the Option Shares each outstanding stock option or other equity award granted to Executive on or after December 12, 2006 shall not vest on such an accelerated basis if and in full immediately prior to a Change in Control, to the extent: extent the following conditions are satisfied with respect to each such stock option or equity award: (i) this the stock option is not to be assumed by the successor corporation (or its parent thereofcompany) or otherwise continued in the Corporate Transaction and the Corporation's repurchase rights with respect effect pursuant to the unvested Option Shares are assigned terms of the Change in Control, (ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and (iii) the equity award is not to be assumed by the successor corporation (or its parent thereofcompany) or (ii) this option otherwise continued in effect pursuant to the terms of the Change in Control or is not to be replaced with a cash incentive program plan that preserves the economic value of the successor corporation which preserves the spread existing on the unvested Option Shares award at the time of the Corporate Transaction (Change in Control and which vests at the excess same or faster rate as the vesting schedule applicable to that award. B. If the Company enters into a transaction which is not a Change in Control but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Fair Market Value of those Option Shares over stock options granted to Executive before the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation effective date of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, transaction shall vest and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon become exercisable on an accelerated basis in accordance with at the terms time of such Significant Event and conditions that all or a portion of any special addendum attached other outstanding equity award made to this Agreement. Executive under the Company’s 1997 Stock Incentive Plan (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 assetssubsequent plan) shall also vest at that time.

Accelerated Vesting. (a) 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 Corporate Transaction, become fully exercisable for all of those the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockshares. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation's ’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 Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided provided, the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (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. (a) a. 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 Corporate Transaction, become fully exercisable for all of those the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockshares. However, the Option Shares shall not NOT vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation'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 Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) b. Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) c. If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) d. The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) 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. (a) In Each outstanding Option or Stock Appreciation Right which you hold at the event time of any Corporate Transactionyour Involuntary Termination, to the extent that Option Shares or Stock Appreciation Right is not otherwise exercisable for all the shares of Common Stock or other securities at the time subject to this option but not otherwise vested shall automatically that Option or Stock Appreciation Right, will immediately vest in full so that this option shall, immediately prior and become exercisable as to all the effective date of the Corporate Transaction, become fully exercisable for all of those shares subject to such Option Shares or Stock Appreciation Right and may be exercised for as to any or all of those shares as fully vested shares. Each such accelerated Option Shares as fully- vested shares or Stock Appreciation Right will remain so exercisable until the earlier of Common Stock. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (expiration of the Option or parent thereof) in the Corporate Transaction and the Corporation's repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) Stock Appreciation Right or (ii) this option is the post-service exercise period specified in the Award Agreement evidencing such Option or Stock Appreciation Right. Any Options and Stock Appreciation Rights not exercised prior to the expiration of the applicable post-service exercise period will terminate and cease to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Noticeexercisable. (b) Immediately following Subject to Part Four, each outstanding RSU which you hold at the Corporate Transactiontime of your Involuntary Termination, this option shall terminate and cease to be outstanding, except to the extent assumed by that RSU is not otherwise payable will immediately vest and be paid to you as soon as administratively practicable following the successor corporation (or parent thereof) date of your Involuntary Termination, provided, however, that in connection with the Corporate Transactionevent that your Involuntary Termination occurs during the Pre-Closing Period and prior to the closing of a Change in Control, any RSUs which are subject to Code Section 409A shall immediately vest and be paid to you at the time and in the form specified under the applicable RSU Award and the Plan governing such RSU Award as if such Involuntary Termination had not occurred. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate TransactionEach outstanding Cash Award which you hold at the time of your Involuntary Termination, to apply the extent that Cash Award is not otherwise at that time vested and exercisable or due and payable for the entire amount of the cash subject to such Cash Award, will immediately vest and become exercisable and/or due and payable for the entire amount of the Cash Award, provided, however, that in the event that your Involuntary Termination occurs during the Pre-Closing Period and prior to the number closing of a Change in Control, any Cash Awards which are subject to Code Section 409A shall immediately vest and class be paid to you at the time and in the form specified under the terms of securities which would have been issuable to Optionee in consummation of your Cash Award as if such Corporate Transaction Involuntary Termination had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the samenot occurred. (d) The Option Shares may also vest In the case of an Involuntary Termination during the Protected Period, any change in the time or form of payment for any Award subject to Code Section 409A shall be conditioned upon an accelerated basis the occurrence of a Change in accordance with Control which (i) satisfies the terms definition of Change in Control set forth in Exhibit B, and conditions (ii) meets the definition of any special addendum attached to this Agreementa change in control under Code Section 409A and the regulations issued thereunder. (e) This Agreement Notwithstanding the any other provision in this Agreement, the accelerated payment of any Award subject to Code Section 409A shall not in be limited to the extent (if any) necessary to avoid contravention of any way affect the right applicable requirements 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 Code Section 409A or any part prohibited distribution under Code Section 409A(a)(2). In such event, payment of its business or assets.each affected Award shall be made as soon as administratively practicable following the first date such payment can be made in compliance with Code Section 409A.

Accelerated Vesting. (a) 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 Corporate Transaction, become fully exercisable for all of those the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockshares. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation'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 Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (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. (a) In Each outstanding Option, to the event extent that Option is not otherwise vested and exercisable for all the shares of any Corporate Transaction, the Option Shares Common Stock or other securities at the time subject to this option but not otherwise vested shall automatically that Option will immediately vest in full so that this option shall, immediately prior to the effective date of the Corporate Transaction, and become fully exercisable for all of those Option Shares option shares and may be exercised for any or all of those shares as fully vested shares. Each such accelerated Option Shares as fully- vested shares will remain so exercisable during the post-termination exercise period specified in the agreement evidencing such Option. Any Options not exercised prior to the expiration of Common Stockthe applicable post-service exercise period will terminate and cease to remain exercisable for any of the option shares. HoweverAny stock options granted to you after November 18, 2005 shall be governed solely and exclusively by the Option Shares terms and conditions of the agreements evidencing such options and shall not vest and become exercisable on such an accelerated basis if and as a result of this Agreement. Notwithstanding anything in this Agreement to the extent: (i) this option is contrary, if the Options are not assumed by the successor corporation (or parent thereof) otherwise continued in the Corporate Transaction and the Corporation's repurchase rights effect in connection with respect to the unvested Option Shares a Change in Control or are assigned to such successor corporation (or parent thereof) or (ii) this option is to be not otherwise replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares those Options at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) Change in Control and provides for the subsequent payout of that spread pursuant to a vesting schedule no less favorable than the applicable vesting schedule in accordance with effect for each such Option, then those Options will vest and be exercisable in full immediately prior to the same Vesting Schedule applicable to those unvested Option Shares as set forth Change in the Grant NoticeControl. (b) Immediately Each outstanding Stock Award which you hold at the time of your termination without Cause or resignation for Good Reason during the Pre-closing Period or within the twelve (12) month period following the Corporate Transactioneffective date of a Change in Control shall become fully vested and the shares of Common Stock or other securities at the time subject to that Stock Award shall be immediately issued to you as fully vested shares, this option shall terminate and cease to be outstanding, except subject to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate TransactionCorporation’s collection of all applicable withholding taxes. Any stock awards granted to you after November 18, then this option 2005 shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number governed solely and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon an accelerated basis in accordance with exclusively by the terms and conditions of any special addendum attached to the agreements evidencing such awards and shall not vest and become issuable on an accelerated basis as a result of this Agreement. (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. (a) 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 Corporate Transaction, become fully exercisable for all of those the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockshares. However, the Option Shares shall not NOT vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation'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 Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (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. (a) In A. All stock options granted to Executive prior to the event of any Corporate TransactionDecember 12, 2006, to the Option Shares at the time subject to this option extent outstanding but not otherwise vested shall automatically vest at the time of a Change in full so that this option Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the effective date underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after the Corporate TransactionDecember 12, become fully exercisable 2006 shall be subject to such accelerated vesting provisions tied to a Change in Control as the Board of Directors or Compensation Committee may establish at the time of grant and set forth in the documentation for all of those Option Shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockeach such grant. However, each outstanding stock option or other equity award granted to Executive on or after the Option Shares December 12, 2006 shall not vest on such an accelerated basis if and in full immediately prior to a Change in Control, to the extent: extent the following conditions are satisfied with respect to each such stock option or equity award: (i) this the stock option is not to be assumed by the successor corporation (or its parent thereofcompany) or otherwise continued in the Corporate Transaction and the Corporation's repurchase rights with respect effect pursuant to the unvested Option Shares are assigned terms of the Change in Control, (ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and (iii) the equity award is not to be assumed by the successor corporation (or its parent thereofcompany) or (ii) this option otherwise continued in effect pursuant to the terms of the Change in Control or is not to be replaced with a cash incentive program plan that preserves the economic value of the successor corporation which preserves the spread existing on the unvested Option Shares award at the time of the Corporate Transaction (Change in Control and which vests at the excess same or faster rate as the vesting schedule applicable to that award. B. If the Company enters into a transaction which is not a Change in Control but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Fair Market Value of those Option Shares over stock options granted to Executive before the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation effective date of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, transaction shall vest and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon become exercisable on an accelerated basis in accordance with at the terms time of such Significant Event and conditions that all or a portion of any special addendum attached other outstanding equity award made to this Agreement. Executive under the Company’s 1997 Stock Incentive Plan (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 assetssubsequent plan) shall also vest at that time.

Accelerated Vesting. (a) In A. All stock options granted to Executive prior to December 12, 2006, to the event of any Corporate Transaction, the Option Shares at the time subject to this option extent outstanding but not otherwise vested shall automatically vest at the time of a Change in full so that this option Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the effective date underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after December 12, 2006 shall be subject to such accelerated vesting provisions tied to a Change in Control as the Corporate Transaction, become fully exercisable Board of Directors or Compensation Committee may establish at the time of grant and set forth in the documentation for all of those Option Shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockeach such grant. However, the Option Shares each outstanding stock option or other equity award granted to Executive on or after December 12, 2006 shall not vest on such an accelerated basis if and in full immediately prior to a Change in Control, to the extent: extent the following conditions are satisfied with respect to each such stock option or equity award: (i) this the stock option is not to be assumed by the successor corporation (or its parent thereofcompany) or otherwise continued in the Corporate Transaction and the Corporation's repurchase rights with respect effect pursuant to the unvested Option Shares are assigned terms of the Change in Control, (ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and (iii) the equity award is not to be assumed by the successor corporation (or its parent thereofcompany) or (ii) this option otherwise continued in effect pursuant to the terms of the Change in Control or is not to be replaced with a cash incentive program plan that preserves the economic value of the successor corporation which preserves the spread existing on the unvested Option Shares award at the time of the Corporate Transaction (Change in Control and which vests at the excess same or faster rate as the vesting schedule applicable to that award. B. If the Company enters into a transaction which is not a Change in Control but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Fair Market Value of those Option Shares over stock options granted to Executive before the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation effective date of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, transaction shall vest and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon become exercisable on an accelerated basis in accordance with at the terms time of such Significant Event and conditions that all or a portion of any special addendum attached other outstanding equity award made to this Agreement. Executive under the Company’s 1997 Stock Incentive Plan (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 assetssubsequent plan) shall also vest at that time.

Accelerated Vesting. (a) In the event of any Corporate TransactionChange 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 Corporate TransactionChange in Control, become fully exercisable for all of those the Option Shares as fully vested shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockshares. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the Corporate Transaction terms of the Change in Control transaction and the Corporation's ’s repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or otherwise continued in effect 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 at the time of the Corporate Transaction Change in Control (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Corporate TransactionChange 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 connection with full force and effect pursuant to the Corporate Transactionterms of the Change in Control transaction. (c) If this option is assumed in connection with a Corporate TransactionChange in Control or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Corporate TransactionChange in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction Change in Control had the option been exercised immediately prior to such Corporate TransactionChange 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 Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation 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) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (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. (a) In A. All stock options granted to Executive prior to December 12, 2006, to the event of any Corporate Transaction, the Option Shares at the time subject to this option extent outstanding but not otherwise vested shall automatically vest at the time of a Change in full so that this option Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the effective date underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after December 12, 2006 shall be subject to such accelerated vesting provisions tied to a Change in Control as the Corporate Transaction, become fully exercisable Board of Directors or Compensation Committee may establish at the time of grant and set forth in the documentation for all of those Option Shares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stockeach such grant. However, each outstanding stock option or other equity award granted to Executive on or after the Option Shares December 12, 2006 shall not vest on such an accelerated basis if and in full immediately prior to a Change in Control, to the extent: extent the following conditions are satisfied with respect to each such stock option or equity award: (i) this the stock option is not to be assumed by the successor corporation (or its parent thereofcompany) or otherwise continued in the Corporate Transaction and the Corporation's repurchase rights with respect effect pursuant to the unvested Option Shares are assigned terms of the Change in Control, (ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and (iii) the equity award is not to be assumed by the successor corporation (or its parent thereofcompany) or (ii) this option otherwise continued in effect pursuant to the terms of the Change in Control or is not to be replaced with a cash incentive program plan that preserves the economic value of the successor corporation which preserves the spread existing on the unvested Option Shares award at the time of the Corporate Transaction (Change in Control and which vests at the excess same or faster rate as the vesting schedule applicable to that award. B. If the Company enters into a transaction approved by the Board of Directors which is not a Change in Control, but which, nonetheless, involves a significant change in the ownership of the Fair Market Value Company or the composition of those Option Shares over the Exercise Price payable Board of Directors of the Company, and which results in significant additional value for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares Company’s stockholders, as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed determined by the successor corporation Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction“Significant Event”), then this option shall be appropriately adjustedthe Board of Directors may, immediately after such Corporate Transactionin its sole discretion, determine that all, or a portion, of the stock options granted to apply to Executive before the number and class of securities which would have been issuable to Optionee in consummation effective date of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, transaction shall vest and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option Shares may also vest upon become exercisable on an accelerated basis in accordance with at the terms time of such Significant Event and conditions that all or a portion of any special addendum attached other outstanding equity award made to this Agreement. Executive under the Company’s 1997 Stock Incentive Plan, (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 assetssubsequent plan) shall also vest at that time.