Common use of Conditions of Exercise Clause in Contracts

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary. (b) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal to 6.2512.5% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.2512.5% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third sixth calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third sixth calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary. (b) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Board in its sole discretion, the Options Option will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the Options Option will not be exercisable until the Initial Vesting Date and may be exercised thereafter only to the extent they have it has become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal following schedule: (i) On and after the Initial Vesting Date, the Option shall be exercisable as to 6.2533.34% of the total number of Market Options awarded under this Agreement Option Shares; (rounded down to ii) On and after the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective second Annual Meeting Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become the Option shall be exercisable as a result to 66.67% of rounding the Option Shares; and (iii) On and after the third Annual Meeting Date following the Effective Date, the Option shall become be exercisable as to 100% of the Option Shares. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the Option (click on the last day on which Options otherwise become exercisable pursuant to this sentence. specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options Option will become exercisable on the Business Day next following such date, and (ii) all Options will become exercisable in full on the date of the Grantee’s termination of employment service as a Nonemployee Director if (Ai) the Grantee’s employment with the Company and its Subsidiaries service as a Nonemployee Director terminates by reason of Disability or (Bii) the Grantee dies while employed by the Company or serving as a SubsidiaryNonemployee Director. (b) To the extent the Options become Option becomes exercisable, such Options the Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the CommitteeBoard may, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options Option and that the exercise by the Grantee of Options the Option will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Board may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market each type of Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market such type of Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such type of Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Option will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of such type of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or, if the Grantee is a non-employee director of the Company, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary or service as a non-employee director, as applicable terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary.Subsidiary or while serving as a non-employee director of the Company, as applicable, and (iii) if the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteePlan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretiondiscretion (provided that such determination is not adverse to the Grantee), the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the The Options may be exercised only to the extent they have become vested and exercisable in accordance with the provisions of this Section 3(a)3. That number of Market Options that is equal Except as otherwise provided in this Agreement or the Employment Agreement, subject to 6.25% the Grantee’s continued employment with or service to the Company or any Subsidiary on such date, all of the total number of Market Options awarded under subject to this Agreement (rounded down to the nearest whole number of Market Options) will become vested and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date December 31, 2020. (or, if there is no such day, the last day of such monthb) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become vested and exercisable on the date of the Grantee’s termination of employment Separation if (A) the Grantee’s employment with Separation occurs on or after the Company and its Subsidiaries terminates Grant Date by reason of Disability or (B) the Grantee dies while employed by or providing services to the Company or a Subsidiary, and (ii) Options that have not theretofore become vested and exercisable will become vested and exercisable to the extent provided in Section 7 of this Agreement, on the date of the Grantee’s Separation. (bc) To the extent the Options become vested and exercisable, any or all of such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) thereof as provided herein. The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by This Option may not be exercised unless all of the Committee in its sole discretion, the Options will be exercisable only in accordance with the following conditions stated in this Section 3.are met: (a) Except as otherwise provided Counsel for the Company must be satisfied at the time of exercise that the issuance of Shares upon exercise of this Option will be in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance compliance with the provisions Securities Act of this Section 3(a). That number of Market Options that is equal to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or1933, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Dateas amended, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, all other applicable federal and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiarystate laws. (b) To The Awardee must give the extent Company written notice of exercise specifying the Options become exercisablenumber of Shares with respect to which this Option is being exercised, such Options may be exercised and at the time of exercise pay the full purchase price for the Shares being acquired (i) in whole cash or in part check acceptable to the Company, (at any time or from time ii) by surrender of Shares that otherwise would have been delivered to time, except as otherwise provided herein) until expiration the Awardee upon exercise of the Term Option, up to the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by the Awardee in cash or earlier termination thereofother form of payment permitted under this Option, or (iii) by such other manner as the Committee may authorize. (c) The Grantee acknowledges Awardee must at all times during the period beginning with the Grant Date and agrees that ending on the Committee, in its discretion and as contemplated by Section 3.3 date of such exercise have been an employee of the PlanCompany (or of a corporation or a parent or subsidiary of a corporation assuming this Option by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation in a transaction to which Section 424(a) of the Code applies), provided, however, that: (i) if the Awardee ceases to be an employee of the Company due to termination of employment by the Company without Cause (as defined in the Employment Agreement) or the Awardee’s resignation from employment with the Company, this Option will remain in full force and effect and may adopt rules and regulations from time be exercised, to time after the extent exercisable on the date hereof with respect of termination, until the earlier of (x) ninety (90) days from the date of the Awardee’s termination of employment or (y) the expiration of this Option, and (ii) if the Awardee ceases to be an employee of the Company due to death or Disability (as defined in the Employment Agreement), this Option will remain in full force and effect and may be exercised, to the extent exercisable on the date of termination, until the earlier of (x) one (1) year from the date of the Awardee’s termination of employment or (y) the expiration of this Option. For avoidance of doubt, it the Awardee ceases to be an employee of the Company due to termination of employment by the Company for Cause, this Option shall immediately terminate on the date of such termination and shall not be exercisable for any period following such date. (d) The Company shall have the right to withhold from amounts payable to the Awardee, as compensation or otherwise, or alternatively, to require the Awardee to remit to the Company, an amount sufficient to satisfy all federal, state and local withholding tax requirements. Notwithstanding the foregoing, if so requested by the Awardee, the Company shall provide for such withholding by withholding Common Stock that otherwise would be issued to the Awardee upon exercise of the Options and that the exercise by the Grantee of Options will be subject Option having a Fair Market Value equal to the further condition that such exercise amount necessary to satisfy the minimum statutory withholding amount. (e) The Shares covered by this Option have been listed (subject only to official notice of issuance) on any national securities exchange on which the Common Stock is made in accordance with all such rules and regulations as the Committee may determine are applicable theretothen listed.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretiondiscretion (provided that such determination is not adverse to the Grantee), the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the The Options may be exercised only to the extent they have become vested and exercisable in accordance with the provisions of this Section 3(a)3. That number of Market Options that is equal Except as otherwise provided in this Agreement or the Employment Agreement, subject to 6.25% the Grantee’s continued employment with or service to the Company or any Subsidiary on such date, all of the total number of Market Options awarded under subject to this Agreement (rounded down to the nearest whole number of Market Options) will become vested and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date December 31, 2023. (or, if there is no such day, the last day of such monthb) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become vested and exercisable on the date of the Grantee’s termination of employment Separation if (A) the Grantee’s employment with Separation occurs on or after the Company and its Subsidiaries terminates Grant Date by reason of Disability or (B) the Grantee dies while employed by or providing services to the Company or a Subsidiary, and (ii) Options that have not theretofore become vested and exercisable will become vested and exercisable to the extent provided in Section 7 of this Agreement, on the date of the Grantee’s Separation. (bc) To the extent the Options become vested and exercisable, any or all of such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) thereof as provided herein. The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market each type of Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market such type of Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such type of Options, shall become (b) and that number If rounding pursuant to Section 3(a) prevents any portion of Premium Options that is equal an Option from becoming exercisable on a particular Vesting Date (any such portion, an “Unvested Fractional Option”), one additional Option to 6.25% purchase a share of the total number type of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no Common Stock covered by such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Option will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of such type of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or, if the Grantee is a non-employee director of the Company, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary or service as a non-employee director, as applicable terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary.Subsidiary or while serving as a non-employee director of the Company, as applicable, and (iii) if the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteePlan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options Option will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the Options Option will not be exercisable until six months from the Grant Date and may be exercised thereafter only to the extent they have it has become exercisable in accordance with the provisions following schedule: (i) On the Corresponding Day in the sixth month following the Grant Date, the Option will be exercisable as to 12.5% of the Option Shares; (ii) On the Corresponding Day in the ninth month following the Grant Date and on the Corresponding Day in each third month thereafter, the Option will be exercisable as to the percentage of the Option Shares as to which the Option had previously become exercisable in accordance with this Section 3(a). That number of Market Options that is equal to schedule plus an additional 6.25% of the total number of Market Options awarded under this Agreement Option Shares; and (rounded down to iii) On and after the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through Corresponding Day in the forty-eighth (48) month following the Effective Grant Date, and any Options awarded under this Agreement that do not otherwise become the Option shall be exercisable as a result to 100% of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentenceOption Shares. Notwithstanding the foregoing, (ix) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options Option will become exercisable in full on the Business Day next following such datedate of Termination of Service if the Termination of Service occurs by reason of Grantee’s death or Disability, and (iiy) all Options if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months after the Grant Date, the Option will become exercisable on the date of Termination of Service with respect to the Grantee’s termination percentage of the Option Shares as to which the Option had previously become exercisable, plus the product of (x) one-third (1/3) of the additional percentage of the Option Shares as to which the Option would have become exercisable on the next following date set forth in the above schedule, times (y) the number of full months of employment if (A) completed since the Grantee’s employment with most recent date of vesting specified in the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiaryforegoing schedule. (b) To the extent the Options become Option becomes exercisable, such Options the Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options Option and that the exercise by the Grantee of Options the Option will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Board in its sole discretion, the Options Option will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the Options Option will not be exercisable until the Initial Vesting Date and may be exercised thereafter only to the extent they have it has become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal following schedule: (i) On and after the Initial Vesting Date, the Option shall be exercisable as to 6.2533.34% of the total number of Market Options awarded under this Agreement Option Shares; (rounded down to ii) On and after the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective second Annual Meeting Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become the Option shall be exercisable as a result to 66.67% of rounding the Option Shares; and (iii) On and after the third Annual Meeting Date following the Effective Date, the Option shall become be exercisable on as to 100% of the last day on which Options otherwise become exercisable pursuant to this sentenceOption Shares. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options Option will become exercisable on the Business Day next following such date, and (ii) all Options will become exercisable in full on the date of the Grantee’s termination of employment service as a Nonemployee Director if (Ai) the Grantee’s employment with the Company and its Subsidiaries service as a Nonemployee Director terminates by reason of Disability or (Bii) the Grantee dies while employed by the Company or serving as a SubsidiaryNonemployee Director. (b) To the extent the Options become Option becomes exercisable, such Options the Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the CommitteeBoard may, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options Option and that the exercise by the Grantee of Options the Option will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Board may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options Option will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b13.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the Options Option will not be exercisable until the Initial Vesting Date and may be exercised thereafter only to the extent they have it has become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal following schedule: (i) On and after the Initial Vesting Date, the Option shall be exercisable as to 6.2533.34% of the total number of Market Options awarded under this Agreement Option Shares; (rounded down to ii) On and after the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective second Annual Meeting Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become the Option shall be exercisable as a result to 66.67% of rounding the Option Shares; and (iii) On and after the third Annual Meeting Date following the Effective Date, the Option shall become be exercisable on as to 100% of the last day on which Options otherwise become exercisable pursuant to this sentenceOption Shares. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options Option will become exercisable on the Business Day next following such date, and (ii) all Options will become exercisable in full on the date of the Grantee’s termination of employment service as a Nonemployee Director if (A) the Grantee’s employment with the Company and its Subsidiaries service as a Nonemployee Director terminates by reason of Disability or Disability, (B) the Grantee dies while employed serving as a Nonemployee Director or (C) the Grantee’s service as a Nonemployee Director terminates by reason of the Company or a SubsidiaryGrantee’s Retirement, provided that, in the case of 3(a)(C), only to the extent such Option would vest within one year from the date of the Grantee’s Retirement. (b) To the extent the Options become Option becomes exercisable, such Options the Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the CommitteeCommittee may, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options Option and that the exercise by the Grantee of Options the Option will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by This Option may not be exercised unless all of the Committee in its sole discretion, the Options will be exercisable only in accordance with the following conditions stated in this Section 3.are met: (a) Except as otherwise provided Counsel for the Company must be satisfied at the time of exercise that the issuance of Shares upon exercise of this Option will be in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance compliance with the provisions Securities Act of this Section 3(a). That number of Market Options that is equal to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or1933, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Dateas amended, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, all other applicable federal and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiarystate laws. (b) To The Awardee must give the extent Company written notice of exercise specifying the Options become exercisablenumber of Shares with respect to which this Option is being exercised, such Options may be exercised and at the time of exercise pay the full purchase price for the Shares being acquired (i) in whole cash or in part check acceptable to the Company, (at any time or from time ii) by surrender of Shares that otherwise would have been delivered to time, except as otherwise provided herein) until expiration the Awardee upon exercise of the Term Option, up to the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by the Awardee in cash or earlier termination thereofother form of payment permitted under this Option, or (iii) by such other manner as the Committee may authorize. (c) The Grantee acknowledges Awardee must at all times during the period beginning with the Grant Date and agrees that ending on the Committee, in its discretion and as contemplated by Section 3.3 date of such exercise have been an employee of the PlanCompany (or of a corporation or a parent or subsidiary of a corporation assuming this Option by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation in a transaction to which Section 424(a) of the Code applies), provided, however, that: (i) if the Awardee ceases to be an employee of the Company due to termination of employment by the Company without Cause (as defined below) or the Awardee’s resignation from employment with the Company, this Option will remain in full force and effect and may adopt rules and regulations from time be exercised, to time after the extent exercisable on the date hereof with respect of termination, until the earlier of (x) ninety (90) days from the date of the Awardee’s termination of employment or (y) the expiration of this Option, and (ii) if the Awardee ceases to be an employee of the Company due to death or Disability (as defined below), this Option will remain in full force and effect and may be exercised, to the exercise extent exercisable on the date of termination, until the earlier of (x) one (1) year from the date of the Options and that Awardee’s termination of employment or (y) the exercise expiration of this Option. For avoidance of doubt, it the Awardee ceases to be an employee of the Company due to termination of employment by the Grantee Company for Cause, this Option shall immediately terminate on the date of Options will such termination and shall not be subject to the further condition that exercisable for any period following such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.date. As used herein:

Conditions of Exercise. Unless otherwise determined by the Committee Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market each type of Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market such type of Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such type of Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Option will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of such type of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or service (including service as a Nonemployee Director) if (A) the Grantee’s employment with with, or service to, the Company and its Subsidiaries or a Subsidiary (including service as a Nonemployee Director) terminates by reason of Disability or (B) the Grantee dies while employed by, or providing services to, the Company or a Subsidiary (including service as a Nonemployee Director) and (iii) if the Grantee’s employment with, or service to, the Company or a Subsidiary is terminated by the Company or a Subsidiary.such Subsidiary without Cause, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteePlan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretiondiscretion (provided that such determination is not adverse to the Grantee), the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the The Options may be exercised only to the extent they have become vested and exercisable in accordance with the provisions of this Section 3(a)3. That number of Market Options that is equal Except as otherwise provided in this Agreement or the Employment Agreement, subject to 6.25% the Grantee’s continued employment with the Company or any Subsidiary on such date, all of the total number of Market Options awarded under subject to this Agreement (rounded down to the nearest whole number of Market Options) will become vested and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date December 31, 2020. (or, if there is no such day, the last day of such monthb) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become vested and exercisable on the date of the Grantee’s termination of employment Separation if (A) the Grantee’s employment with Separation occurs on or after the Company and its Subsidiaries terminates Grant Date by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary, and (ii) Options that have not theretofore become vested and exercisable will become vested and exercisable to the extent provided in Section 7 of this Agreement, on the date of the Grantee’s Separation. (bc) To the extent the Options become vested and exercisable, any or all of such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) thereof as provided herein. The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by This Option may not be exercised unless all of the Committee in its sole discretion, the Options will be exercisable only in accordance with the following conditions stated in this Section 3.are met: (a) Except as otherwise provided Counsel for the Company must be satisfied at the time of exercise that the issuance of Shares upon exercise of this Option will be in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance compliance with the provisions Securities Act of this Section 3(a). That number of Market Options that is equal to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or1933, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Dateas amended, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, all other applicable federal and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiarystate laws. (b) To The Awardee must give the extent Company written notice of exercise specifying the Options become exercisablenumber of Shares with respect to which this Option is being exercised, such Options may be exercised and at the time of exercise pay the full purchase price for the Shares being acquired (i) in whole cash or in part check acceptable to the Company, (at any time or from time ii) by surrender of Shares that otherwise would have been delivered to time, except as otherwise provided herein) until expiration the Awardee upon exercise of the Term Option, up to the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by the Awardee in cash or earlier termination thereofother form of payment permitted under this Option, or (iii) by such other manner as the Committee may authorize. (c) The Grantee acknowledges Awardee must at all times during the period beginning with the Grant Date and agrees that ending on the Committee, in its discretion and as contemplated by Section 3.3 date of such exercise have been an employee or a member of the Planboard of directors of the Company (or of a corporation or a parent or subsidiary of a corporation assuming this Option by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation in a transaction to which Section 424(a) of the Code applies), provided, however, that: (i) if the Awardee ceases to be an employee of the Company due to termination of employment by the Company without Cause (as defined in the Employment Agreement) or the Awardee’s resignation from employment with the Company with or without Good Reason (as defined in the Employment Agreement), this Option will remain in full force and effect and may adopt rules and regulations from time be exercised, to time after the extent exercisable on the date hereof with respect of termination, until the earlier of (x) ninety (90) days from the date of the Awardee’s termination of employment or (y) the expiration of this Option, and (ii) if the Awardee ceases to be an employee of the Company due to death or Disability (as defined in the Employment Agreement), this Option will remain in full force and effect and may be exercised, to the extent exercisable on the date of termination, until the earlier of (x) one (1) year from the date of the Awardee’s termination of employment or (y) the expiration of this Option. For avoidance of doubt, it the Awardee ceases to be an employee of the Company due to termination of employment by the Company for Cause, this Option shall immediately terminate on the date of such termination and shall not be exercisable for any period following such date. (d) The Company shall have the right to withhold from amounts payable to the Awardee, as compensation or otherwise, or alternatively, to require the Awardee to remit to the Company, an amount sufficient to satisfy all federal, state and local withholding tax requirements. Notwithstanding the foregoing, if so requested by the Awardee, the Company shall provide for such withholding by withholding Common Stock that otherwise would be issued to the Awardee upon exercise of the Options and that the exercise by the Grantee of Options will be subject Option having a Fair Market Value equal to the further condition that such exercise amount necessary to satisfy the minimum statutory withholding amount. (e) The Shares covered by this Option have been listed (subject only to official notice of issuance) on any national securities exchange on which the Common Stock is made in accordance with all such rules and regulations as the Committee may determine are applicable theretothen listed.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the L Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the L Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market L Options that is equal to 6.25____% of the total number of Market L Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium L Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or__________, if there is no such day__________, the last day of such month) __________, and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date__________ beginning on __________, 20___ and ending on __________, 20___, and any L Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence__________, 20___. Notwithstanding the foregoing, (i) in the event that any date on which L Options would otherwise become exercisable is not a Business Day, such L Options will become exercisable on the Business Day next following such date, and (ii) all L Options will become exercisable on the date of the Grantee’s 's termination of employment if (A) the Grantee’s 's employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary, and (iii) if the Grantee's employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary without Cause, any L Options that otherwise would become exercisable during the remainder of the calendar year in which the Grantee's employment with the Company and its Subsidiaries is terminated will become exercisable on the date of the Grantee's termination of employment. (b) To the extent the L Options become exercisable, such L Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the L Options and that the exercise by the Grantee of L Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market each type of Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market such type of Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such type of Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date dates specified on Schedule I hereto (oreach such date, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and together with any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day other date on which Options otherwise become exercisable vest pursuant to this sentence. Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (any such portion, an “Unvested (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or, if the Grantee is a non-employee director of the Company, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary or service as a non-employee director, as applicable terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary.Subsidiary or while serving as a non-employee director of the Company, as applicable, and (iii) if the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteePlan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a), subject to the provisions of Section 3(b) below. That Subject to the Grantee's continued employment with QVC on such dates, one-half of the number of Market Options that is equal subject to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall will become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date December 15, 2014 and December 15, 2015. (or, if there is no such day, the last day of such monthb) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s 's termination of employment if (A) the Grantee’s 's employment with the Company and its Subsidiaries QVC terminates by reason of Disability or (B) the Grantee dies while employed by QVC, and (iii) Options may also become exercisable on the Company or a Subsidiarydate of the Grantee's termination of employment with QVC to the extent provided in Section 9 of the Employment Agreement. (bc) To the extent the Options become exercisable, any or all of such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereofthereof as provided herein. (cd) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretiondiscretion (provided that such determination is not adverse to the Grantee), the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b11.3(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That Except as otherwise provided in this Agreement or the Employment Agreement, subject to the Grantee's continued employment with any of LINTA, any other Qualifying Subsidiary or any of their respective Subsidiaries, or the Company or its Affiliates (as defined in the Employment Agreement), one-half of the number of Market LCAPA Options that is equal and LSTZA Options subject to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall will become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (orDecember 17, if there is no such day2013 and December 17, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence2014. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options that have not theretofore become exercisable will become exercisable (A) to the extent provided in the Employment Agreement, upon the occurrence of a Change in Control, or (B) to the extent provided in Section 5 of the Employment Agreement, on the date of the Grantee’s termination 's Separation. In addition, and notwithstanding anything contained herein to the contrary, in the event that Grantee makes a valid Vesting Continuation Election pursuant to Section 6 of employment if (A) the Employment Agreement and such Section becomes applicable, any portion of the Option that is outstanding and unvested as of the date of the Grantee’s employment 's Separation shall continue to vest in accordance with Section 6 of the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a SubsidiaryEmployment Agreement. (b) To the extent the Options become exercisable, any or all of such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereofthereof as provided herein. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options Option will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the Options Option will not be exercisable until [ ] and may be exercised thereafter only to the extent they have it has become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal following schedule: i. On and after [ ], the Option shall be exercisable as to 6.2520% of the total number of Market Options awarded under this Agreement (rounded down Option Shares; ii. On and after [ ], the Option shall be exercisable as to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.2540% of the total number of Premium Options awarded under this Agreement (rounded down Option Shares; iii. On and after [ ], the Option shall be exercisable as to the nearest whole number of Premium Options) shall become exercisable on each 60% of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such dayOption Shares; iv. On and after [ ], the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become Option shall be exercisable as a result to 80% of rounding the Option Shares; and v. On and after [ ], the Option shall become be exercisable on as to 100% of the last day on which Options otherwise become exercisable pursuant to this sentenceOption Shares. Notwithstanding the foregoing, (ix) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options Option will become exercisable in full on the Business Day next following such datedate of Termination of Service if the Termination of Service occurs by reason of Grantee's death or Disability, and (iiy) all Options if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months after the Effective Date, the Option will become exercisable on the date of Termination of Service with respect to the Grantee’s termination percentage of employment if (A) the Grantee’s employment with Option Shares as to which the Company and its Subsidiaries terminates by reason Option otherwise would become exercisable during the remainder of Disability or (B) the Grantee dies while employed by calendar year in which the Company or a SubsidiaryTermination of Service occurs. (b) To the extent the Options become Option becomes exercisable, such Options the Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options Option and that the exercise by the Grantee of Options the Option will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretiondiscretion (provided that such determination is not adverse to the Grantee), the Options will be exercisable only in accordance with the conditions stated in this Section 3.. --3- (a) Except as otherwise provided in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That Except as otherwise provided in this Agreement or the Agreement Regarding LINTA Awards, subject to the Grantee's continued employment with any of Splitco, any other Qualifying Subsidiary or any of their respective Subsidiaries, or the Company or its Affiliates (as defined in the Agreement Regarding LINTA Awards), one-half of the number of Market LINTA Options that is equal subject to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall will become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (orDecember 17, if there is no such day2013 and December 17, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence2014. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options that have not theretofore become exercisable will become exercisable (A) to the extent provided in the Agreement Regarding LINTA Awards, upon the occurrence of a Change in Control, or (B) to the extent provided in Section 4 of the Agreement Regarding LINTA Awards, on the date of the Grantee’s termination 's Separation. In addition, and notwithstanding anything contained herein to the contrary, in the event that Grantee makes a valid Vesting Continuation Election pursuant to Section 5 of employment if (A) the Agreement Regarding LINTA Awards and such Section becomes applicable, any portion of the Option that is outstanding and unvested as of the date of the Grantee’s employment 's Separation shall continue to vest in accordance with Section 5 of the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a SubsidiaryAgreement Regarding LINTA Awards. (b) To the extent the Options become exercisable, any or all of such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereofthereof as provided herein. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options Option will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the Options Option will not be exercisable until ___, 200___and may be exercised thereafter only to the extent they have it has become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal following schedule: i. On and after ___, 200___, the Option shall be exercisable as to 6.25___% of the total number of Market Options awarded under this Agreement (rounded down Option Shares; ii. On each ___[, ___, ___, and ___] thereafter, the Option shall be exercisable as to the nearest whole number percentage of Market Options) and that number of Premium Options that is equal the Option Shares as to 6.25which the Option had previously become exercisable in accordance with this schedule plus an additional ___% of the total number of Premium Options awarded under this Agreement (rounded down Option Shares; and iii. On and after ___, 200___, the Option shall be exercisable as to the nearest whole number of Premium Options) shall become exercisable on each 100% of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentenceOption Shares. Notwithstanding the foregoing, (ix) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options Option will become exercisable in full on the Business Day next following such datedate of Termination of Service if the Termination of Service occurs by reason of Grantee’s death or Disability, and (iiy) all Options if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months after the Grant Date, the Option will become exercisable on the date of Termination of Service with respect to [the Grantee’s termination percentage of the Option Shares as to which the Option otherwise would become exercisable during the remainder of the calendar year in which the Termination of Service occurs] [the percentage of the Option Shares as to which the Option had previously become exercisable, plus the product of (x) one-third (1/3) of the additional percentage of the Option Shares as to which the Option would have become exercisable on the next following date set forth in the above schedule, times (y) the number of full months of employment if (A) completed since the Grantee’s employment with most recent date of vesting specified in the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiaryforegoing schedule]. (b) To the extent the Options become Option becomes exercisable, such Options the Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options Option and that the exercise by the Grantee of Options the Option will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the ASCMA Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except Subject to Section 11.1 of the Plan and the last sentence of this Section 3(a), and except as otherwise provided in Section 11.1(b) of the Plan23, the ASCMA Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market ASCMA Options that is equal to 6.25(x) 5% of the total number of Market ASCMA Options awarded under this Agreement (rounded down to the nearest whole number of Market ASCMA Options) shall become exercisable on each of March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015, (y) that number of Premium ASCMA Options that is equal to 6.257.5% of the total number of Premium ASCMA Options awarded under this Agreement (rounded down to the nearest whole number of Premium ASCMA Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (orMarch 31, if there is no such day2016, the last day of such month) June 30, 2016, September 30, 2016 and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective DateDecember 31, 2016, and (z) that number of ASCMA Options that is equal to 12.5% of the total number of ASCMA Options awarded under this Agreement shall become exercisable on each of March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017 (with any ASCMA Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become also becoming exercisable on the last day on which Options otherwise become exercisable pursuant to this sentenceDecember 31, 2017). Notwithstanding the foregoing, (i) in the event that any date on which ASCMA Options would otherwise become exercisable is not a Business Day, such ASCMA Options will become exercisable on the Business Day next following such date, and (ii) all ASCMA Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its the Company Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Company Subsidiary, (iii) subject to Section 23 hereof, if the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or a Company Subsidiary without Cause, or by Grantee for Good Reason, any ASCMA Options that otherwise would become exercisable during the remainder of the calendar year in which the Grantee’s employment with the Company and its Subsidiaries is terminated will become exercisable on the date of the Grantee’s termination of employment, and (iv) in the event of Grantee’s Termination Without Cause or Termination With Good Reason (each as defined in the Amended Employment Agreement) a number of ASCMA Options will become exercisable on the date of Grantee’s termination equal to the product of (x) the number of ASCMA Options awarded under this Agreement and (y) the number of calendar quarters which have elapsed between the Grant Date and the date of Grantee’s termination (and will include, for the avoidance of doubt, the calendar quarter of Grantee’s termination) divided by twenty (less any ASCMA Options that have previously vested). (b) To the extent the ASCMA Options become exercisable, such ASCMA Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the ASCMA Options and that the exercise by the Grantee of ASCMA Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market each type of Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market such type of Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such type of Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Option will become exercisable on the last day earliest succeeding Vesting Date on which Options otherwise become exercisable pursuant to this sentence. the cumulative fractional amount of all (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or service (including service as a Nonemployee Director) if (A) the Grantee’s employment with with, or service to, the Company and its Subsidiaries or a Subsidiary (including service as a Nonemployee Director) terminates by reason of Disability or (B) the Grantee dies while employed by, or providing services to, the Company or a Subsidiary (including service as a Nonemployee Director) and (iii) if the Grantee’s employment with, or service to, the Company or a Subsidiary is terminated by the Company or a Subsidiary.such Subsidiary without Cause, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteePlan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by This Option may not be exercised unless all of the Committee in its sole discretion, the Options will be exercisable only in accordance with the following conditions stated in this Section 3.are met: (a) Except as otherwise provided Counsel for the Company must be satisfied at the time of exercise that the issuance of Shares upon exercise of this Option will be in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance compliance with the provisions Securities Act of this Section 3(a). That number of Market Options that is equal to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or1933, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Dateas amended, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, all other applicable federal and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiarystate laws. (b) To The Awardee must give the extent Company written notice of exercise specifying the Options become exercisablenumber of Shares with respect to which this Option is being exercised, such Options may be exercised and at the time of exercise pay the full purchase price for the Shares being acquired (i) in whole cash or in part check acceptable to the Company, (at any time or from time ii) by surrender of Shares that otherwise would have been delivered to time, except as otherwise provided herein) until expiration the Awardee upon exercise of the Term Option, up to the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by the Awardee in cash or earlier termination thereofother form of payment permitted under this Option, or (iii) by such other manner as the Committee may authorize. (c) The Grantee acknowledges Awardee must at all times during the period beginning with the Grant Date and agrees that ending on the Committee, in its discretion and as contemplated by Section 3.3 date of such exercise have been an employee or a member of the Planboard of directors of the Company (or of a corporation or a parent or subsidiary of a corporation assuming this Option by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation in a transaction to which Section 424(a) of the Code applies), provided, however, that: (i) if the Awardee ceases to be an employee of the Company due to termination of employment by the Company without Cause (as defined in the Employment Agreement) or the Awardee’s resignation from employment with the Company with or without Good Reason (as defined in the Employment Agreement) and the Awardee ceases to be a member of the board of directors of the Company, this Option will remain in full force and effect and may adopt rules and regulations from time be exercised, to time after the extent exercisable on the date hereof with respect of termination, until the earlier of (x) ninety (90) days from the date of the Awardee’s termination of employment or (y) the expiration of this Option, and (ii) if the Awardee ceases to be an employee of the Company due to death or Disability (as defined in the Employment Agreement) and the Awardee ceases to be a member of the board of directors of the Company, this Option will remain in full force and effect and may be exercised, to the extent exercisable on the date of termination, until the earlier of (x) one (1) year from the date of the Awardee’s termination of employment or (y) the expiration of this Option. For avoidance of doubt, it the Awardee ceases to be an employee of the Company due to termination of employment by the Company for Cause, this Option shall immediately terminate on the date of such termination and shall not be exercisable for any period following such date. (d) The Company shall have the right to withhold from amounts payable to the Awardee, as compensation or otherwise, or alternatively, to require the Awardee to remit to the Company, an amount sufficient to satisfy all federal, state and local withholding tax requirements. Notwithstanding the foregoing, if so requested by the Awardee, the Company shall provide for such withholding by withholding Common Stock that otherwise would be issued to the Awardee upon exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.Option having

Conditions of Exercise. Unless otherwise determined by the Committee Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market each type of Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market such type of Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such type of Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Option will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of such type of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or, if the Grantee is a Nonemployee Director, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary or service as a Nonemployee Director, as applicable, terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary.Subsidiary or while serving as a Nonemployee Director, as applicable, and (iii) if the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteePlan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined The Optionee's right to exercise this option shall be subject to and limited by the Committee in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3.following conditions: (a) Except as otherwise provided in Section 11.1(b) of the Plan, the Options may This option shall be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiaryimmediately upon grant. (b) To The option shall not be exercisable if and to the extent the Options become exercisableCommittee determines that such exercise would be in violation of applicable state or federal securities laws or the rules and regulations of any securities exchange on which the Shares are traded. If the Committee makes such a determination, it shall endeavor to obtain compliance with such Options laws, rules or regulations. In making any determination hereunder, the Committee may be exercised rely on an opinion of counsel for the Company. If deemed appropriate by the Company's counsel, the stock certificates issued hereunder will bear a legend restricting transfer in whole or in part (at conformity with the Securities Act of 1933 and any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereofapplicable state securities laws. (c) The Grantee acknowledges In the event the Company determines that it is required to withhold or collect, as a result of any exercise of this option or as a result of the disposition of the Shares acquired upon such exercise, any state or federal income or other tax, Optionee agrees to make arrangements satisfactory to the Company to meet such withholding or collection requirements. Withholding taxes also may be paid by withholding of Shares, or by delivery of shares of Company common stock owned by the Optionee, in form acceptable to the Committee. (d) As soon as practicable after receipt of payment and agrees that notice of exercise, without transfer or issue tax or other incidental expense to Optionee (except incident to a transfer permitted by Section 7), the Company shall deliver to Optionee at the Company's principal office, or such other place as may be mutually acceptable to the Company and Optionee, a certificate or certificates for the Shares with respect to which exercise is made hereunder. Such Shares, which shall be fully paid and non-assessable, shall be issued in the name of Optionee, or, in the event the options granted hereby are properly exercised by some person other than Optionee, such person. With the consent of the Committee, such Shares may be issued jointly in its discretion the name of Optionee and as contemplated one or more other persons specified by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable theretoOptionee.

Conditions of Exercise. Unless otherwise determined by This Option may not be exercised unless all of the Committee in its sole discretion, the Options will be exercisable only in accordance with the following conditions stated in this Section 3.are met: (a) Except as otherwise provided Counsel for the Company must be satisfied at the time of exercise that the issuance of shares of Common Stock upon exercise of this Option will be in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance compliance with the provisions Securities Act of this Section 3(a). That number of Market Options that is equal to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or1933, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Dateas amended, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, all other applicable federal and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiarystate laws. (b) To The Awardee must give the extent Company written notice of exercise specifying the Options become exercisablenumber of shares of Common Stock with respect to which this Option is being exercised, such Options may be exercised and at the time of exercise pay the full purchase price for the shares being acquired (i) in whole cash or in part check acceptable to the Company, (at any time or from time ii) by surrender of Shares that otherwise would have been delivered to time, except as otherwise provided herein) until expiration the Awardee upon exercise of the Term Option, up to the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if applicable) and any remaining balance of the aggregate exercise price (and/or applicable tax withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by the Awardee in cash or earlier termination thereofother form of payment permitted under this Option, or (iii) by such other manner as the Committee may authorize. (c) The Grantee acknowledges Awardee must at all times during the period beginning with the Grant Date of this Option (as set forth in Exhibit A) and agrees ending on the date of such exercise have been an employee of the Company (or of a corporation or a parent or subsidiary of a corporation assuming this Option by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation in a transaction to which Section 424(a) of the Code applies), provided, however, that: (i) if the Awardee ceases to be an employee of the Company due to (i) death, (ii) Disability, (iii) termination of employment by the Company without Cause, or (iv) the Awardee’s resignation from employment with the Company, this Option will remain in full force and effect and may be exercised, to the extent exercisable on the date of termination, until the earlier of (x) one (1) year from the date of the Awardee’s termination of employment or (y) the expiration of this Option, and (ii) in the event that the CommitteeAwardee’s employment is terminated by the Company for Cause, this Option will remain in full force and effect and may be exercised in accordance with its discretion and as contemplated by Section 3.3 of terms, to the Plan, may adopt rules and regulations from time to time after extent exercisable on the date hereof with respect of termination, until the earlier of (x) thirty (30) days following the Awardee’s termination of employment or (y) the expiration of this Option. (d) The Company shall have the right to withhold from amounts payable to the Awardee, as compensation or otherwise, or alternatively, to require the Awardee to remit to the Company, an amount sufficient to satisfy all federal, state and local withholding tax requirements. Notwithstanding the foregoing, if so requested by the Awardee, the Company shall provide for such withholding by withholding Common Stock that otherwise would be issued to the Awardee upon exercise of the Options and that the exercise by the Grantee of Options will be subject Option having a Fair Market Value equal to the further condition that such exercise amount necessary to satisfy the minimum statutory withholding amount. (e) The shares covered by this Option have been listed (subject only to official notice of issuance) on any national securities exchange on which the Common Stock is made in accordance with all such rules and regulations as the Committee may determine are applicable theretothen listed.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the ASCMA Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except Subject to Section 11.1 of the Plan and the last sentence of this Section 3(a), and except as otherwise provided in Section 11.1(b) of the Plan23, the ASCMA Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market ASCMA Options that is equal to 6.25(x) % of the total number of Market ASCMA Options awarded under this Agreement (rounded down to the nearest whole number of Market ASCMA Options) and shall become exercisable on each of , (y) that number of Premium ASCMA Options that is equal to 6.25% of the total number of Premium ASCMA Options awarded under this Agreement (rounded down to the nearest whole number of Premium ASCMA Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and (z) that number of ASCMA Options that is equal to % of the total number of ASCMA Options awarded under this Agreement shall become exercisable on each of (with any ASCMA Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become also becoming exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence). Notwithstanding the foregoing, (i) in the event that any date on which ASCMA Options would otherwise become exercisable is not a Business Day, such ASCMA Options will become exercisable on the Business Day next following such date, and (ii) all ASCMA Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its the Company Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Company Subsidiary, and (iii) subject to Section 23 hereof, if the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or a Company Subsidiary without Cause, or by Grantee for Good Reason, any ASCMA Options that otherwise would become exercisable during the remainder of the calendar quarter in which the Grantee’s employment with the Company and its Subsidiaries is terminated will become exercisable on the date of the Grantee’s termination of employment. (b) To the extent the ASCMA Options become exercisable, such ASCMA Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the ASCMA Options and that the exercise by the Grantee of ASCMA Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretiondiscretion (provided that such determination is not adverse to the Grantee), the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the The Options may be exercised only to the extent they have become vested and exercisable in accordance with the provisions of this Section 3(a)3. That number of Market Options that is equal Except as otherwise provided in this Agreement or the Employment Agreement, subject to 6.25% the Grantee’s continued employment with the Company or any Subsidiary on such date, all of the total number of Market Options awarded under subject to this Agreement (rounded down to the nearest whole number of Market Options) will become vested and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date December 31, 2023. (or, if there is no such day, the last day of such monthb) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become vested and exercisable on the date of the Grantee’s termination of employment Separation if (A) the Grantee’s employment with Separation occurs on or after the Company and its Subsidiaries terminates Grant Date by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary, and (ii) Options that have not theretofore become vested and exercisable will become vested and exercisable to the extent provided in Section 7 of this Agreement, on the date of the Grantee’s Separation. (bc) To the extent the Options become vested and exercisable, any or all of such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) thereof as provided herein. The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no such dayan “Unvested Fractional Option”), the last day one additional Option to purchase a share of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Common Stock will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s 's termination of employment if (A) the Grantee’s 's employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary.Subsidiary and (iii) if the Grantee's employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options will become exercisable as indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options will be The Option is exercisable only in accordance with the conditions stated in this Section 3paragraph. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the Options The Option may only be exercised only to the extent they the Option Shares have become available for purchase following a Liquidity Event in accordance with the following schedule: Less than $8 per share of Common Stock 0% At least $8 per share of Common Stock 100% (1) If the first Liquidity Event to occur is a Change in Control, the Option Shares that do not become exercisable in accordance with the provisions table above upon the date of such Liquidity Event shall be forfeited. For this Section 3(aparagraph 2(a)(1). That , the definition of the Liquidity Event Per Share Price shall be determined by the Board in its sole discretion based on the aggregate net consideration received by the selling shareholders in connection with the Liquidity Event. (2) If the first Liquidity Event to occur is an Initial Public Offering, then the number of Market Options Option Shares that is equal to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become exercisable on the date of such Liquidity Event shall be determined in accordance with the Grantee’s termination table above. Further, until the date that is six months following the occurrence of such Liquidity Event, if the Option Shares did not become exercisable on the date of such Liquidity Event, such Option Shares shall become exercisable in accordance with the table above if the Fair Market Value of the Common Stock satisfies the exercisability threshold in the table above. Any Option Shares that do not become exercisable pursuant to the terms of this paragraph 2(a)(2) shall be forfeited on the six-month anniversary of the Liquidity Event. For this paragraph 2(a)(2), the definition of the Liquidity Event Per Share Price shall be the Fair Market Value of the Common Stock at any time during such six month period. Notwithstanding the foregoing, subject to the provisions of any applicable written employment agreement between the Participant and the Company or any Subsidiary, no additional Option Shares shall become available for purchase if (A) Participant has not remained in the Grantee’s continuous employment with of the Company and its Subsidiaries terminates by reason through the date of Disability or (B) the Grantee dies while employed by occurrence of an Initial Public Offering. A change of employment is continuous employment within the meaning of this paragraph 2 provided that, after giving effect to such change, the Participant continues to be an employee of the Company or a any Subsidiary. (b) To the extent the Options become Option becomes exercisable, such Options Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market Options that is equal to 6.25% the fraction or percentage (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the total number type of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no Common Stock covered by such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Option will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of such type of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary., and (iii) if the Grantee’s employment with the Company or a Subsidiary is terminated in a Protected Termination, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteePlan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market each type of Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market such type of Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such type of Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Option will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable pursuant to this sentence. purchase shares of such type of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or, if the Grantee is a Nonemployee Director, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary or service as a Nonemployee Director, as applicable terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary.Subsidiary or while serving as a Nonemployee Director, as applicable, and (iii) if the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteePlan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market each type of Options that is equal to 6.25% the fraction or percentage specified as the vesting percentage on Schedule I hereto (the “Vesting Percentage”) of the total number of Market such type of Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such type of Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding vesting dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Option will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of such type of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, subject to the provisions of Schedule I hereto, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or, if the Grantee is a Nonemployee Director of the Company, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary or service as a Nonemployee Director, as applicable, terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a SubsidiarySubsidiary or while serving as a Nonemployee Director of the Company, as applicable, and (iii) if the Grantee is an employee and the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, or if the Grantee voluntarily terminates the Grantee’s employment pursuant to a Voluntary Termination for Good Reason (each, a “Protected Termination”) and the Protected Termination occurs within 24 months following the closing date of an Approved Transaction in which any Options that remain outstanding and unvested as of such closing date are not otherwise accelerated in connection with such Approved Transaction in accordance with the terms of the Plan, then, effective as of the date of such Protected Termination, any Options that remain outstanding and unvested as of such termination date will become exercisable on such termination date. (bd) To the extent the Options become exercisable, subject to Section 7, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteePlan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Plan Administrator may determine are applicable thereto. (f) For purposes of this Agreement, a “Voluntary Termination for Good Reason” means a voluntary termination by the Grantee of the Grantee’s employment with the Company and its Subsidiaries upon the occurrence of any of the following events without the Grantee’s prior consent:

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretiondiscretion (provided that such determination is not adverse to the Grantee), the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That Except as otherwise provided in this Agreement or the Agreement Regarding LINTA Awards, subject to the Grantee's continued employment with any of Splitco, any other Qualifying Subsidiary or any of their respective Subsidiaries, or the Company or its Affiliates (as defined in the Agreement Regarding LINTA Awards), one-half of the number of Market LINTA Options that is equal subject to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall will become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (orDecember 17, if there is no such day2013 and December 17, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence2014. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options that have not theretofore become exercisable will become exercisable (A) to the extent provided in the Agreement Regarding LINTA Awards, upon the occurrence of a Change in Control, or (B) to the extent provided in Section 4 of the Agreement Regarding LINTA Awards, on the date of the Grantee’s termination 's Separation. In addition, and notwithstanding anything contained herein to the contrary, in the event that Grantee makes a valid Vesting Continuation Election pursuant to Section 5 of employment if (A) the Agreement Regarding LINTA Awards and such Section becomes applicable, any portion of the Option that is outstanding and unvested as of the date of the Grantee’s employment 's Separation shall continue to vest in accordance with Section 5 of the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a SubsidiaryAgreement Regarding LINTA Awards. (b) To the extent the Options become exercisable, any or all of such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereofthereof as provided herein. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by (a) The Option shall become exercisable as to twenty-five percent (25%) of the Committee Option Shares on the first anniversary of the Date of Grant and as to an additional twenty-five percent (25%) on each of the second, and third and fourth anniversaries of such date (each such exercise date, a “Vesting Date”); provided that on a Vesting Date the Optionee is, and has continuously since the Date of Grant of the Option, remained in its sole discretion, the Options will be exercisable only in accordance with employ of the conditions stated in this Section 3Company. (ab) Except as otherwise provided herein, Options may not be exercised unless the Optionee is then in Section 11.1(b) the employ of the PlanCompany, and unless the Optionee has remained continuously so employed since the Date of Grant of the Option. (c) If the employment of the Optionee terminates for any reason (other than by reason of death, disability or retirement), all Options theretofore granted to and then exercisable by such Optionee (except those that have previously terminated) may be exercised only by the Optionee within three months after the date of such termination, and will thereafter be forfeited. (d) If the Optionee dies while in the employ of the Company or dies within three months after termination of employment (other than termination for Cause, as defined in Section 5 prior to the extent they have become exercisable occurrence of a change in accordance with control, as defined in Section 5), or if the provisions of this Section 3(a). That number of Market Options that is equal to 6.25% employment of the total number Optionee terminates by reason of Market disability or retirement, all Options awarded under this Agreement theretofore granted to and then exercisable by such Optionee (rounded down except those that have previously terminated) may be exercised by the Optionee or any person or persons to whom the nearest whole number Optionee’s rights pass by reason of Market Options) and that number of Premium Options that is equal death or disability, within one year after the earlier to 6.25% occur of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective DateOptionee’s death or disability, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. will thereafter be forfeited. (e) Notwithstanding the foregoing, (i) if the employment of the Optionee is terminated for Cause, prior to the occurrence of a change in the event that any date on which Options would otherwise become exercisable is not a Business Daycontrol, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become exercisable then held by such Optionee (as defined in Section 5) to the extent not theretofore exercised, shall terminate on the date of such termination. (f) Notwithstanding anything to the Grantee’s termination contrary herein, in the event that, within a period of employment if twelve (A12) months following a Change in Control, the GranteeOptionee’s employment with the Company and its Subsidiaries terminates by reason of Disability or shall be terminated (Bi) the Grantee dies while employed by the Company for any reason or a Subsidiary. (bii) To by the extent Optionee for Good Reason (as defined in Section 5), the Options Option shall vest and become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof exercisable with respect to the exercise 100% of the Options and that the exercise by the Grantee Option Shares immediately upon such termination of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable theretoemployment.

Conditions of Exercise. Unless otherwise determined The Employee's right to exercise this option shall be subject to and limited by the Committee in its sole discretionfollowing conditions: (1) This option shall become exercisable as follows: 25,000 shares on the first anniversary of the Company's initial public offering (if and only if that occurs), 25,000 shares on the Options will be exercisable only in accordance with second anniversary of the conditions stated in this Section 3Company's initial public offering, 25,000 shares on the third anniversary of the Company's initial public offering. (a2) Except as otherwise provided in Section 11.1(b) of the Plan, the Options may The options shall not be exercised only exercisable if and to the extent they have become exercisable the Committee determines that such exercise would be in accordance violation of applicable state or federal securities laws or the rules and regulations of any securities exchange on which the stock is traded. If the Committee makes such a determination, it shall use its best efforts to obtain compliance with such laws, rules or regulations. In making any determination hereunder the Committee may rely on an opinion of counsel for the Company. If deemed appropriate by the Company's counsel, the share certificates issued hereunder will bear a legend restricting transfer in conformity with the provisions Securities Act of this Section 3(a). That number of Market Options 1933. (3) In the event the Company determines that it is equal required to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (orwithhold or collect, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding any exercise of this option or as a result of the disposition of the shares of Stock acquired upon such exercise, any state or federal income or other tax, Employee agrees to make arrangements satisfactory to the Company to meet such withholding or collection requirements. Withholding may be paid by delivery of shares of Stock owned by the employee in form acceptable to the Committee. (4) As soon as practicable after receipt of payment and notice of exercise, without transfer or issue tax or other incidental expense to Employee (except incident to a transfer permitted by Section 6), the Company shall become exercisable on deliver to Employee at Company's principal office, or such other place as may be mutually acceptable to the last day on Company and Employee, a certificate or certificates for the shares of Stock with respect to which Options otherwise become exercisable pursuant to this sentenceexercise is made hereunder. Notwithstanding Such shares, which shall be fully paid and non-assessable, shall be issued in the foregoingname of Employee, (i) or, in the event that any date on which Options would otherwise become exercisable is not a Business Daythe options granted hereby are properly exercised by some person other than Employee, such Options will become exercisable on person. With the Business Day next following such date, and (ii) all Options will become exercisable on the date consent of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary. (b) To the extent the Options become exercisable, Committee such Options shares may be exercised issued jointly in whole the name of Employee and one or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereofmore other persons specified by Employee. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no such dayan “Unvested Fractional Option”), the last day one additional Option to purchase a share of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Common Stock will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s 's termination of employment if (A) the Grantee’s 's employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary.Subsidiary and (iii) if the Grantee's employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options will become exercisable as indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Board in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no such dayan “Unvested Fractional Option”), the last day one additional Option to purchase a share of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Common Stock will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s 's termination of employment service as a Nonemployee Director if (A) the Grantee’s employment with the Company and its Subsidiaries 's service as a Nonemployee Director terminates by reason of Disability or (B) the Grantee dies while employed by the Company or serving as a SubsidiaryNonemployee Director. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteeBoard, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Board may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided The Optionee shall have the right to exercise the Option only while he shall be in Section 11.1(b) the full-time employ of the PlanCompany or any of its subsidiaries, except that if the Optionee's employment shall be terminated for any reason other than his death, the Options Option may be exercised at any time within three (3) months after the date of termination but only to the extent they that it was exercisable upon such date of termination and in no event after the Expiration Date. If the Optionee shall have become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal to 6.25% terminated his employment within one year of the total number date of Market Options awarded under the grant of the Option, the Option shall immediately terminate. (b) If the Optionee shall die while in the employ of the Company or any of its subsidiaries, this Agreement (rounded down Option may be exercised, to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become extent exercisable on the date of the Grantee’s termination of employment if (A) Optionee's death, by his executor, administrator or other person at the Grantee’s employment with the Company and its Subsidiaries terminates time entitled by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary. (b) To the extent the Options become exercisablelaw to his rights under this Option, such Options may be exercised in whole or in part (at any time or from time to timewithin three (3) months after such date of death, except as otherwise provided herein) until expiration of but in no event after the Term or earlier termination thereofExpiration Date. (c) The Grantee acknowledges and agrees that Notwithstanding anything to the Committeecontrary contained herein, in its discretion and as contemplated by Section 3.3 the aggregate fair market value, determined at the time of option grant, of the Plan, may adopt rules and regulations from time to time after the date hereof Shares with respect to which the exercise Option, together with any other "incentive stock option" within the meaning of Section 422A of the Options and that Internal Revenue Code ("ISO"), granted to the exercise Optionee by the Grantee Company or any of Options will its subsidiaries, may be subject first exercised in any calendar year, cannot exceed $100,000 plus any "unused carryover" from previous years. For purposes of this Agreement, "unused carryover" means the amount, computed separately for each calendar year, by which $100,000 exceeds the fair market value (determined at the time of grant) of all ISO's granted to the further condition Optionee by the Company and its subsidiaries that first became exercisable and were in fact exercised by the Optionee in such year, reduced by the amount that such exercise is made carryover may have been used in accordance with all such rules and regulations as the Committee may determine are applicable theretoprior calendar years.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the L Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the L Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market L Options that is equal to 6.25% of the total number of Market L Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium L Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) , and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Datebeginning on , 20 and ending on , 20 , and any L Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence, 20 . Notwithstanding the foregoing, (i) in the event that any date on which L Options would otherwise become exercisable is not a Business Day, such L Options will become exercisable on the Business Day next following such date, and (ii) all L Options will become exercisable on the date of the Grantee’s 's termination of employment if (A) the Grantee’s 's employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary, and (iii) if the Grantee's employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary without Cause, any L Options that otherwise would become exercisable during the remainder of the calendar year in which the Grantee's employment with the Company and its Subsidiaries is terminated will become exercisable on the date of the Grantee's termination of employment. (b) To the extent the L Options become exercisable, such L Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the L Options and that the exercise by the Grantee of L Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined This Option may not be exercised by you unless all of the Committee in its sole discretion, the Options will be exercisable only in accordance with the following conditions stated in this Section 3.are met: (a) Except Counsel for the Company must be satisfied at the time of exercise that the issuance of shares of Common Stock upon exercise of this Option will be in compliance with the Securities Act of 1933, as amended, and other applicable federal and state laws. (b) You must give the Company written notice of exercise specifying the number of shares of Common Stock with respect to which this Option is being exercised, and at the time of exercise pay the full purchase price for the shares being acquired (i) in cash (the word “cash” being deemed to include a check), (ii) by surrender of a number of shares of Common Stock that otherwise provided would have been delivered to you upon exercise of the Option having a total Fair Market Value equal to the full purchase price, (iii) a combination of (i) and (ii) or such other manner as the Committee may authorize. (c) You must at all times during the period beginning with the Date of Grant of this Option and ending on the date of such exercise have been an employee of the Company or of one of its subsidiaries (or of a corporation or a parent or subsidiary of a corporation assuming this Option by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation in a transaction to which Section 11.1(b424(a) of the PlanCode applies), the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (orprovided, if there is no such dayhowever, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, that: (i) in the event that any date on which Options would otherwise become exercisable is not a Business Dayof your death, such Options will become exercisable on the Business Day next following such date, and provisions of Section 3(c) hereof shall govern; (ii) all Options if you cease to be an employee by reason of your “Disability” or “Retirement” (each as defined below) while holding this Option which has not expired and has not been fully exercised, this Option will become remain in full force and effect and may be exercised in accordance with the exercise schedule set forth in Section 1 hereof and its other terms until it expires by its terms by the passage of time or is canceled or terminated in accordance with its terms; (iii) if you cease to be an employee by reason of your discharge by the Company or any subsidiary other than for Cause (as defined in the Plan) or Disability while holding this Option which has not expired and has not been fully exercised, this Option will remain in full force and effect and may be exercised in accordance with its terms, to the extent exercisable on the date of the Grantee’s termination, until ninety (90) days following such termination of employment if (A) but in no event later than the Grantee’s employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary. (b) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration earlier of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 seventh anniversary of the Plan, may adopt rules and regulations from Date of Grant or such time to time after as the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise Option is made canceled or terminated in accordance with all such rules and regulations its terms), and (iv) in the event of your “Involuntary Termination of Employment” (as defined by the Committee may determine are applicable theretoPlan) within twenty-four (24) months following a “Change in Control” (as defined by the Plan), the provisions of Section 5 hereof shall govern.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided The Optionee shall have the right to exercise the Option only while he shall be in Section 11.1(b) the full-time employ of the PlanCompany or any of its subsidiaries, except that if the Optionee's employment shall be terminated for any reason other than his death, the Options Option may be exercised at any time within three (3) months after the date of termination but only to the extent they that it was exercisable upon such date of termination and in no event after the Expiration Date. If the Optionee shall have become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal to 6.25% terminated his employment within one year of the total number date of Market Options awarded under the grant of the Option, the Option shall immediately terminate. (b) If the Optionee shall die while in the employ of the Company or any of its subsidiaries, this Agreement (rounded down Option may be exercised, to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all Options will become extent exercisable on the date of the Grantee’s termination of employment if (A) Optionee's death, by his executor, administrator or other person at the Grantee’s employment with the Company and its Subsidiaries terminates time entitled by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary. (b) To the extent the Options become exercisablelaw to his rights under this Option, such Options may be exercised in whole or in part (at any time or from time to timewithin three (3) months after such date of death, except as otherwise provided herein) until expiration of but in no event after the Term or earlier termination thereofExpiration Date. (c) The Grantee acknowledges and agrees that Notwithstanding anything to the Committeecontrary contained herein, in its discretion and as contemplated by Section 3.3 the aggregate fair market value, determined at the time of option grant, of the Plan, may adopt rules and regulations from time to time after the date hereof Shares with respect to which the exercise Option, together with any other "incentive stock option" within the meaning of Section 422 of the Options and that Internal Revenue Code ("ISO"), granted to the exercise Optionee by the Grantee Company or any of Options will its subsidiaries, may be subject first exercised in any calendar year, cannot exceed $100,000 plus any "unused carryover" from previous years. For purposes of this Agreement, "unused carryover" means the amount, computed separately for each calendar year, by which $100,000 exceeds the fair market value (determined at the time of grant) of all ISO's granted to the further condition Optionee by the Company and its subsidiaries that first became exercisable and were in fact exercised by the Optionee in such year, reduced by the amount that such exercise is made carryover may have been used in accordance with all such rules and regulations as the Committee may determine are applicable theretoprior calendar years.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the L Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the L Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market Options that is equal to 6.25% of the total number of Market Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence. schedule: Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the Business Day next following such date, and (ii) all L Options will become exercisable on the date of the Grantee’s 's termination of employment if (A) the Grantee’s 's employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary, and (ii) if the Grantee's employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee), any L Options that otherwise would become exercisable during the remainder of the calendar year in which the Grantee's employment with the Company and its Subsidiaries is terminated will become exercisable on the date of the Grantee's termination of employment. (b) To the extent the L Options become exercisable, such L Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the L Options and that the exercise by the Grantee of L Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the ASCMA Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except Subject to Section 11.1 of the Plan and the last sentence of this Section 3(a), and except as otherwise provided in Section 11.1(b) of the Plan23, the ASCMA Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market ASCMA Options that is equal to 6.25(x) % of the total number of Market ASCMA Options awarded under this Agreement (rounded down to the nearest whole number of Market ASCMA Options) and shall become exercisable on each of , (y) that number of Premium ASCMA Options that is equal to 6.25% of the total number of Premium ASCMA Options awarded under this Agreement (rounded down to the nearest whole number of Premium ASCMA Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and (z) that number of ASCMA Options that is equal to % of the total number of ASCMA Options awarded under this Agreement shall become exercisable on each of (with any ASCMA Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become also becoming exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence). Notwithstanding the foregoing, (i) in the event that any date on which ASCMA Options would otherwise become exercisable is not a Business Day, such ASCMA Options will become exercisable on the Business Day next following such date, and (ii) all ASCMA Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its the Company Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Company Subsidiary, and (iii) subject to Section 23 hereof, if the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or a Company Subsidiary without Cause, or by Grantee for Good Reason, any ASCMA Options that otherwise would become exercisable during the remainder of the calendar year in which the Grantee’s employment with the Company and its Subsidiaries is terminated will become exercisable on the date of the Grantee’s termination of employment[; provided, however, if the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or a Company Subsidiary without Cause, or by Grantee for Good Reason prior to , 20% of the total number of ASCMA Options awarded under this Agreement (rounded down to the nearest whole number) shall become exercisable on the date of Grantee’s termination of employment](1). (b) To the extent the ASCMA Options become exercisable, such ASCMA Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to to (1) To be included only in grant agreements for executives of both Ascent Capital Group, Inc. and Monitronics International, Inc. time after the date hereof with respect to the exercise of the ASCMA Options and that the exercise by the Grantee of ASCMA Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Board in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no such dayan “Unvested Fractional Option”), the last day one additional Option to purchase a share of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Common Stock will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s 's termination of employment service as a Nonemployee Director if (A) the Grantee’s employment with the Company and its Subsidiaries 's service as a Nonemployee Director terminates by reason of Disability or (B) the Grantee dies while employed by the Company or serving as a SubsidiaryNonemployee Director. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteeBoard, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Board may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the L Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the L Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market L Options that is equal to 6.25_____% of the total number of Market L Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium L Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or__________, if there is no such day__________, the last day of such month) __________ and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date__________ beginning on __________, 20___ and ending on __________, 20___, and any L Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence__________, 20___. Notwithstanding the foregoing, (i) in the event that any date on which L Options would otherwise become exercisable is not a Business Day, such L Options will become exercisable on the Business Day next following such date, and (ii) all L Options will become exercisable on the date of the Grantee’s 's termination of employment if (A) the Grantee’s 's employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary, and (iii) if the Grantee's employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary without Cause, any L Options that otherwise would become exercisable during the remainder of the calendar year in which the Grantee's employment with the Company and its Subsidiaries is terminated will become exercisable on the date of the Grantee's termination of employment. (b) To the extent the L Options become exercisable, such L Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the L Options and that the exercise by the Grantee of L Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market each type of Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market such type of Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such type of Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date dates specified on Schedule I hereto (oreach such date, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and together with any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day other date on which Options otherwise become exercisable vest pursuant to this sentence. Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (any such portion, an “Unvested (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or, if the Grantee is a Nonemployee Director, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary or service as a Nonemployee Director, as applicable terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary.Subsidiary or while serving as a Nonemployee Director, as applicable, (iii) if the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I, and (iv) the Options may otherwise become exercisable to the extent, if any, indicated on Schedule I. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the CommitteePlan Administrator, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the L Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b) of the PlanPlan or in the last sentence of this Section 3(a), the L Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a). That number of Market L Options that is equal to 6.25% of the total number of Market L Options awarded under this Agreement (rounded down to the nearest whole number of Market Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium L Options) shall become exercisable on each of the day corresponding to the Effective Date that occurs during the third calendar month following the Effective Date (or, if there is no such day, the last day of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Datebeginning on , 20 and ending on , 20 , and any L Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall become exercisable on the last day on which Options otherwise become exercisable pursuant to this sentence, 20 . Notwithstanding the foregoing, (i) in the event that any date on which L Options would otherwise become exercisable is not a Business Day, such L Options will become exercisable on the Business Day next following such date, and (ii) all L Options will become exercisable on the date of the Grantee’s 's termination of employment if (A) the Grantee’s 's employment with the Company and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary, and (iii) if the Grantee's employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary without Cause, any L Options that otherwise would become exercisable during the remainder of the calendar year in which the Grantee's employment with the Company and its Subsidiaries is terminated will become exercisable on the date of the Grantee's termination of employment. (b) To the extent the L Options become exercisable, such L Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the L Options and that the exercise by the Grantee of L Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. (a) Except as otherwise provided in Section 11.1(b10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of Market Options that is equal to 6.25% the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of Market Options awarded under that are subject to this Agreement (Agreement, in each case rounded down to the nearest whole number of Market such Options) and that number of Premium Options that is equal to 6.25% of the total number of Premium Options awarded under this Agreement (rounded down to the nearest whole number of Premium Options) , shall become exercisable on each of the day corresponding dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to the Effective Date that occurs during the third calendar month following the Effective this Agreement, a “Vesting Date”). (b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (orany such portion, if there is no such dayan “Unvested Fractional Option”), the last day one additional Option to purchase a share of such month) and the corresponding day during each third calendar month thereafter through the forty-eighth month following the Effective Date, and any Options awarded under this Agreement that do not otherwise become exercisable as a result of rounding shall Common Stock will become exercisable on the last day earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options otherwise become exercisable to purchase shares of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to this sentence. the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day next following such date, date and (ii) all Options will become exercisable on the date of the Grantee’s termination of employment if (A) the Grantee’s employment with the Company and its Subsidiaries or a Subsidiary terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary. (bd) To the extent the Options become exercisable, such Options may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (ce) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.