Common use of Conditions of Exercise Clause in Contracts

Conditions of Exercise. Unless otherwise determined by the 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, (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 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 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. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(b11.1(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 each type of Market Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) 12.5% of the total number of such type of Market Options that are subject to awarded under this Agreement, in each case Agreement (rounded down to the nearest whole number of such type Market Options) and that number of Premium Options that is equal to 12.5% 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 dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant day corresponding to 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 the Effective Date that occurs during the 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 sixth calendar month thereafter through the forty-eighth month following the Effective Date, and any such portion, an “Unvested Fractional Option”), one additional Option to purchase Options awarded under this Agreement that do not otherwise become exercisable as a share result of the type of Common Stock covered by such Option will rounding shall become exercisable on the earliest succeeding Vesting Date last day on which the cumulative fractional amount of all Unvested Fractional Options 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 otherwise become exercisable pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) 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 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 or a Subsidiary or service as a non-employee director, as applicable and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a 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.Subsidiary. (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by This Option may not be exercised unless all of the Plan Administrator 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 10.1(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) or Section 3(b)1933, as amended, and subject to the provisions of Section 3(c). That number of each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any all other date on which Options vest pursuant to this Agreement, a “Vesting Date”)applicable federal and state laws. (b) If rounding pursuant The Awardee must give the Company written notice of exercise specifying the number of Shares with respect to Section 3(awhich this Option is being exercised, and at the time of exercise pay the full purchase price for the Shares being acquired (i) prevents any portion in cash or check acceptable to the Company, (ii) by surrender of an Option from becoming exercisable on a particular Vesting Date (any such portion, an “Unvested Fractional Option”), one additional Option Shares that otherwise would have been delivered to purchase a share the Awardee upon exercise of the type Option, up to the largest whole number of Common Stock covered 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 Option will become exercisable on reduction in the earliest succeeding Vesting Date on which number of whole Shares to be issued shall be paid by the cumulative fractional amount Awardee in cash or other form of all Unvested Fractional Options 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 payment permitted under this Option, with any excess treated or (iii) by such other manner 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 the preceding sentence will thereafter cease to be an Unvested Fractional OptionCommittee may authorize. (c) Notwithstanding The Awardee must at all times during the foregoingperiod beginning with the Grant Date and 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 termination of employment by the Company without Cause (as defined in the event that any date on which Options would otherwise become exercisable is not a Business DayEmployment Agreement) or the Awardee’s resignation from employment with the Company, such Options this Option will become exercisable on remain in full force and effect and may be exercised, to the first Business Day following such date, (ii) all Options will become extent exercisable on the date of termination, until the Granteeearlier of (x) ninety (90) days from the date of the Awardee’s termination of employment oror (y) the expiration of this Option, and (ii) if the Grantee is a non-Awardee ceases to be an employee director of the CompanyCompany 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 Granteeearlier of (x) one (1) year from the date of the Awardee’s termination of service as such if employment or (Ay) the Grantee’s employment with expiration of this Option. For avoidance of doubt, it the Awardee ceases to be an employee of the Company or a Subsidiary or service as a non-employee director, as applicable terminates by reason due to termination of Disability or (B) the Grantee dies while employed employment by the Company or a 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 for Cause, this Option shall immediately terminate on the date of such termination and shall not be exercisable for any unvested Options will become exercisable to the extent, if any, indicated on Schedule I.period following such date. (d) To The Company shall have the extent right to withhold from amounts payable to the Options become exercisableAwardee, 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 Options may withholding by withholding Common Stock that otherwise would be exercised in whole or in part (at any time or from time issued to time, except as otherwise provided herein) until expiration the Awardee upon exercise of the Term or earlier termination thereofOption having a Fair Market Value equal to the amount necessary to satisfy the minimum statutory withholding amount. (e) The Grantee acknowledges and agrees that Shares covered by this Option have been listed (subject only to official notice of issuance) on any national securities exchange on which the Plan 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 Common Stock is made in accordance with all such rules and regulations as the Plan Administrator may determine are applicable theretothen listed.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(b11.1(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 this Section 3(athe Option Shares; (ii) or Section 3(b)On the Corresponding Day in the ninth month following the Grant Date and on the Corresponding Day in each third month thereafter, and subject the Option will be exercisable as to the provisions of Section 3(c). That number of each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject Option Shares as to this Agreement, in each case rounded down to which the nearest whole number of such type of Options, shall Option had previously become exercisable on each in accordance with this schedule plus an additional 6.25% of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to this Agreement, a “Vesting Date”).Option Shares; and (biii) If rounding pursuant On and after the Corresponding Day in the forty-eighth (48) month following the Grant Date, the Option shall be exercisable as 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 100% of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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)Shares. Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Option. (c) 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 first Business Day 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 or, if completed since the Grantee is a non-employee director of the Company, on the most recent date of vesting specified in the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company 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 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.foregoing schedule. (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by This Option may not be exercised unless all of the Plan Administrator 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 10.1(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) or Section 3(b)1933, as amended, and subject to the provisions of Section 3(c). That number of each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any all other date on which Options vest pursuant to this Agreement, a “Vesting Date”)applicable federal and state laws. (b) If rounding pursuant The Awardee must give the Company written notice of exercise specifying the number of Shares with respect to Section 3(awhich this Option is being exercised, and at the time of exercise pay the full purchase price for the Shares being acquired (i) prevents any portion in cash or check acceptable to the Company, (ii) by surrender of an Option from becoming exercisable on a particular Vesting Date (any such portion, an “Unvested Fractional Option”), one additional Option Shares that otherwise would have been delivered to purchase a share the Awardee upon exercise of the type Option, up to the largest whole number of Common Stock covered 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 Option will become exercisable on reduction in the earliest succeeding Vesting Date on which number of whole Shares to be issued shall be paid by the cumulative fractional amount Awardee in cash or other form of all Unvested Fractional Options 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 payment permitted under this Option, with any excess treated or (iii) by such other manner 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 the preceding sentence will thereafter cease to be an Unvested Fractional OptionCommittee may authorize. (c) Notwithstanding The Awardee must at all times during the foregoingperiod beginning with the Grant Date and 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 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 be exercised, to 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 following such date, (ii) all Options will become extent exercisable on the date of termination, until the Granteeearlier of (x) ninety (90) days from the date of the Awardee’s termination of employment oror (y) the expiration of this Option, and (ii) if the Grantee is a non-Awardee ceases to be an employee director of the CompanyCompany due to death or Disability (as defined below), this Option will remain in full force and effect and may be exercised, to the extent exercisable on the date of termination, until the Granteeearlier of (x) one (1) year from the date of the Awardee’s termination of service as such if employment or (Ay) the Grantee’s employment with expiration of this Option. For avoidance of doubt, it the Awardee ceases to be an employee of the Company or a Subsidiary or service as a non-employee director, as applicable terminates by reason due to termination of Disability or (B) the Grantee dies while employed employment by the Company or a 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 for Cause, any unvested Options will become exercisable to the extent, if any, indicated this Option shall immediately terminate on Schedule I. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 such termination and that the exercise by the Grantee of Options will 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 Plan Administrator may determine are applicable thereto.date. As used herein:

Conditions of Exercise. Unless otherwise determined by the 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to this Agreement, a “Vesting Date”).become (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 type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, (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 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 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. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 the preceding sentence will thereafter cease to be an Unvested Fractional Option.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 following such date, (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 CompanyNonemployee Director, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company or a Subsidiary or service as a non-employee directorNonemployee Director, as applicable terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the CompanyNonemployee 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, and (iv) the Options may otherwise become exercisable to the extent, if any, indicated on Schedule I. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 the preceding sentence will thereafter cease to be an Unvested Fractional Option.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 following such date, (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 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 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. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(b11.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, (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 's termination of service as such a Nonemployee Director if (A) the Grantee’s employment with the Company or a Subsidiary or 's service as a non-employee director, as applicable Nonemployee Director terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a 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.Nonemployee Director. (d) 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. (e) The Grantee acknowledges and agrees that the Plan AdministratorBoard, 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 Plan Administrator Board may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(b11.1(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) ). Except as otherwise provided in this Agreement or Section 3(b)the Agreement Regarding LINTA Awards, and subject to the provisions Grantee's continued employment with any of Section 3(cSplitco, any other Qualifying Subsidiary or any of their respective Subsidiaries, or the Company or its Affiliates (as defined in the Agreement Regarding LINTA Awards). That , one-half of the number of each type of LINTA Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall Agreement will become exercisable on each of the dates specified on Schedule I hereto (each such dateDecember 17, together with any other date on which Options vest pursuant to this Agreement2013 and December 17, 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 Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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)2014. Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to 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 that have not theretofore become exercisable will become exercisable on (A) to the date 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 Grantee’s termination of employment or, if the Grantee is a non-employee director of the CompanyAgreement 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 service the Agreement Regarding LINTA Awards and such Section becomes applicable, any portion of the Option that is outstanding and unvested as such if (A) of the date of the Grantee’s employment 's Separation shall continue to vest in accordance with the Company 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 or while serving as a non-employee director Section 5 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.Agreement Regarding LINTA Awards. (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 the preceding sentence will thereafter cease to be an Unvested Fractional Option.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 following such date, (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 or service (including service as such a Nonemployee Director) if (A) the Grantee’s employment with with, or service to, the Company or a Subsidiary or (including service as a non-employee director, as applicable Nonemployee Director) terminates by reason of Disability or (B) the Grantee dies while employed by by, or providing services to, the Company or a Subsidiary or while serving (including service as a non-employee director of the Company, as applicable, Nonemployee Director) and (iii) if the Grantee’s employment with with, or service to, 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. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(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) or Section 3(b), and subject to the provisions of Section 3(c). That number of each type of ASCMA Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”x) % of the total number of such type of ASCMA Options that are subject to awarded under this Agreement, in each case Agreement (rounded down to the nearest whole number of such type of ASCMA Options, ) shall become exercisable on each of , (y) that number of ASCMA Options that is equal to % of the dates specified total number of ASCMA Options awarded under this Agreement (rounded down to the nearest whole number of ASCMA Options) shall become exercisable on Schedule I hereto each of , 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 such date, together of (with any other date on which ASCMA Options vest pursuant to awarded under this Agreement, Agreement that do not otherwise become exercisable as a “Vesting Date”). (b) If result of rounding pursuant to Section 3(a) prevents any portion of an Option from also becoming exercisable on a particular Vesting Date (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 ASCMA Options would otherwise become exercisable is not a Business Day, such ASCMA Options will become exercisable on the first Business Day next following such date, (ii) all ASCMA 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 or a Subsidiary or service as a non-employee director, as applicable and the Company Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the Company, as applicableCompany Subsidiary, and (iii) subject to Section 23 hereof, if the Grantee’s employment with the Company or a Subsidiary and its Subsidiaries is terminated by the Company or such a Company Subsidiary without Cause, or by Grantee for Good Reason, any unvested 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 to on the extent, if any, indicated on Schedule I.date of the Grantee’s termination of employment. (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(b11.1(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) or Section 3(b), and subject to the provisions of Section 3(c). That number of each type of L Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) % of the total number of such type of L Options that are subject to awarded under this Agreement, in each case Agreement (rounded down to the nearest whole number of such type of L Options, ) shall become exercisable on each , , , and 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 the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will shall become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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)20 . Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to 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 L Options would otherwise become exercisable is not a Business Day, such L Options will become exercisable on the first Business Day next following such date, (ii) all L Options will become exercisable on the date of the Grantee’s '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 's employment with the Company or a Subsidiary or service as a non-employee director, as applicable and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the Company, as applicableSubsidiary, and (iii) if the Grantee’s 's employment with the Company or a Subsidiary and its Subsidiaries is terminated by the Company or such a Subsidiary without Cause, any unvested 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 to on the extent, if any, indicated on Schedule I.date of the Grantee's termination of employment. (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(b11.1(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) or Section 3(b), and subject to the provisions of Section 3(c). That number of each type of L Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) ____% of the total number of such type of L Options that are subject to awarded under this Agreement, in each case Agreement (rounded down to the nearest whole number of such type of L Options, ) shall become exercisable on each __________, __________, __________, and __________ 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 the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will shall become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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)20___. Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to 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 L Options would otherwise become exercisable is not a Business Day, such L Options will become exercisable on the first Business Day next following such date, (ii) all L Options will become exercisable on the date of the Grantee’s '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 's employment with the Company or a Subsidiary or service as a non-employee director, as applicable and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the Company, as applicableSubsidiary, and (iii) if the Grantee’s 's employment with the Company or a Subsidiary and its Subsidiaries is terminated by the Company or such a Subsidiary without Cause, any unvested 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 to on the extent, if any, indicated on Schedule I.date of the Grantee's termination of employment. (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(b11.1(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) ). Except as otherwise provided in this Agreement or Section 3(b)the Agreement Regarding LINTA Awards, and subject to the provisions Grantee's continued employment with any of Section 3(cSplitco, any other Qualifying Subsidiary or any of their respective Subsidiaries, or the Company or its Affiliates (as defined in the Agreement Regarding LINTA Awards). That , one-half of the number of each type of LINTA Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall Agreement will become exercisable on each of the dates specified on Schedule I hereto (each such dateDecember 17, together with any other date on which Options vest pursuant to this Agreement2013 and December 17, 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 Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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)2014. Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to 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 that have not theretofore become exercisable will become exercisable on (A) to the date 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 Grantee’s termination of employment or, if the Grantee is a non-employee director of the CompanyAgreement 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 service the Agreement Regarding LINTA Awards and such Section becomes applicable, any portion of the Option that is outstanding and unvested as such if (A) of the date of the Grantee’s employment 's Separation shall continue to vest in accordance with the Company 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 or while serving as a non-employee director Section 5 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.Agreement Regarding LINTA Awards. (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(b11.1(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) or Section 3(b), and subject to the provisions of Section 3(c). That number of each type of L Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) % of the total number of such type of L Options that are subject to awarded under this Agreement, in each case Agreement (rounded down to the nearest whole number of such type of L Options, ) shall become exercisable on each , , and 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 the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will shall become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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)20 . Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to 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 L Options would otherwise become exercisable is not a Business Day, such L Options will become exercisable on the first Business Day next following such date, (ii) all L Options will become exercisable on the date of the Grantee’s '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 's employment with the Company or a Subsidiary or service as a non-employee director, as applicable and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the Company, as applicableSubsidiary, and (iii) if the Grantee’s 's employment with the Company or a Subsidiary and its Subsidiaries is terminated by the Company or such a Subsidiary without Cause, any unvested 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 to on the extent, if any, indicated on Schedule I.date of the Grantee's termination of employment. (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(b11.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, (ii) all Options will become exercisable on the date of the Grantee’s '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 's employment with the Company 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 or while serving as a non-employee director of the Company, as applicable, and (iii) if the Grantee’s '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, as indicated on Schedule I. (d) 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. (e) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, (ii) all Options will become exercisable on the date of the Grantee’s '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 's employment with the Company 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 or while serving as a non-employee director of the Company, as applicable, and (iii) if the Grantee’s '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, as indicated on Schedule I. (d) 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. (e) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(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) ). Except as otherwise provided in this Agreement or Section 3(b)the Employment Agreement, and subject to the provisions Grantee's continued employment with any of Section 3(cLINTA, any other Qualifying Subsidiary or any of their respective Subsidiaries, or the Company or its Affiliates (as defined in the Employment Agreement). That , one-half of the number of each type of LCAPA Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of and LSTZA Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall Agreement will become exercisable on each of the dates specified on Schedule I hereto (each such dateDecember 17, together with any other date on which Options vest pursuant to this Agreement2013 and December 17, 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 Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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)2014. Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to 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 that have not theretofore become exercisable will become exercisable on (A) to the date 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 Grantee’s termination of employment or, if the Grantee is a non-employee director of the CompanyEmployment 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 service the Employment Agreement and such Section becomes applicable, any portion of the Option that is outstanding and unvested as such if (A) of the date of the Grantee’s employment 's Separation shall continue to vest in accordance with the Company 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 or while serving as a non-employee director Section 6 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.Employment Agreement. (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by This Option may not be exercised unless all of the Plan Administrator 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 10.1(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) or Section 3(b)1933, as amended, and subject to the provisions of Section 3(c). That number of each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any all other date on which Options vest pursuant to this Agreement, a “Vesting Date”)applicable federal and state laws. (b) If rounding pursuant to Section 3(a) prevents any portion The Awardee must give the Company written notice 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 exercise specifying the number of the type shares of Common Stock covered 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 or check acceptable to the Company, (ii) by surrender of Shares that otherwise would have been delivered to the Awardee upon exercise of the 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 Option will become exercisable on reduction in the earliest succeeding Vesting Date on which number of whole Shares to be issued shall be paid by the cumulative fractional amount Awardee in cash or other form of all Unvested Fractional Options 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 payment permitted under this Option, with any excess treated or (iii) by such other manner 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 the preceding sentence will thereafter cease to be an Unvested Fractional OptionCommittee may authorize. (c) Notwithstanding The Awardee must at all times during the foregoingperiod beginning with the Grant Date of this Option (as set forth in Exhibit A) and 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, (iii) 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 any date on which Options would otherwise become exercisable the Awardee’s employment is not a Business Dayterminated by the Company for Cause, such Options this Option will become exercisable on remain in full force and effect and may be exercised in accordance with its terms, to the first Business Day following such date, (ii) all Options will become extent exercisable on the date of termination, until the Granteeearlier of (x) thirty (30) days following the Awardee’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 or (Ay) the Grantee’s employment with the Company or a Subsidiary or service as a non-employee director, as applicable terminates by reason expiration of Disability or (B) the Grantee dies while employed by the Company or a 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.this Option. (d) To The Company shall have the extent right to withhold from amounts payable to the Options become exercisableAwardee, 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 Options may withholding by withholding Common Stock that otherwise would be exercised in whole or in part (at any time or from time issued to time, except as otherwise provided herein) until expiration the Awardee upon exercise of the Term or earlier termination thereofOption having a Fair Market Value equal to the amount necessary to satisfy the minimum statutory withholding amount. (e) The Grantee acknowledges and agrees that shares covered by this Option have been listed (subject only to official notice of issuance) on any national securities exchange on which the Plan 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 Common Stock is made in accordance with all such rules and regulations as the Plan Administrator may determine are applicable theretothen listed.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, 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 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 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.Subsidiary. (d) 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. (e) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to this Agreement, a “Vesting Date”).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 type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, (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 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 or while serving as a non-employee director of the Company, as applicableSubsidiary, and (iii) if the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Causein a Protected Termination, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 the preceding sentence will thereafter cease to be an Unvested Fractional Option.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 following such date, (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 CompanyNonemployee Director, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company or a Subsidiary or service as a non-employee directorNonemployee Director, as applicable terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the CompanyNonemployee 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. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the 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 10.1(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 each type of Options that is equal to the fraction or percentage specified as the vesting percentage on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the vesting dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, (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 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 or a Subsidiary or service as a non-employee directorNonemployee Director, as applicable applicable, terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director 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 to the extent, if any, indicated on Schedule I.such termination date. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 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 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, (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 CompanyNonemployee Director, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company or a Subsidiary or service as a non-employee directorNonemployee Director, as applicable applicable, terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the CompanyNonemployee 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. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, (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 or service (including service as such a Nonemployee Director) if (A) the Grantee’s employment with with, or service to, the Company or a Subsidiary or (including service as a non-employee director, as applicable Nonemployee Director) terminates by reason of Disability or (B) the Grantee dies while employed by by, or providing services to, the Company or a Subsidiary or while serving (including service as a non-employee director of the Company, as applicable, Nonemployee Director) and (iii) if the Grantee’s employment with with, or service to, 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. (d) 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. (e) The Grantee acknowledges and agrees that the Plan 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 Plan Administrator may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(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) or Section 3(b), and subject to the provisions of Section 3(c). That number of each type of ASCMA Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”x) 5% of the total number of such type of ASCMA Options that are subject to awarded under this Agreement, in each case Agreement (rounded down to the nearest whole number of such type of 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 ASCMA Options that is equal to 7.5% of the dates specified total number of ASCMA Options awarded under this Agreement (rounded down to the nearest whole number of ASCMA Options) shall become exercisable on Schedule I hereto each of March 31, 2016, June 30, 2016, September 30, 2016 and December 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 such dateof March 31, together 2017, June 30, 2017, September 30, 2017 and December 31, 2017 (with any other date on which ASCMA Options vest pursuant to awarded under this Agreement, Agreement that do not otherwise become exercisable as a “Vesting Date”). (b) If result of rounding pursuant to Section 3(a) prevents any portion of an Option from also becoming exercisable on a particular Vesting Date (any such portionDecember 31, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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(b2017). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to 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 ASCMA Options would otherwise become exercisable is not a Business Day, such ASCMA Options will become exercisable on the first Business Day next following such date, (ii) all ASCMA 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 or a Subsidiary or service as a non-employee director, as applicable and the Company Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the CompanyCompany Subsidiary, as applicable, and (iii) subject to Section 23 hereof, if the Grantee’s employment with the Company or a Subsidiary and its Subsidiaries is terminated by the Company or such a Company Subsidiary without Cause, or by Grantee for Good Reason, any unvested 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 extentproduct 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, if anyfor the avoidance of doubt, indicated on Schedule I.the calendar quarter of Grantee’s termination) divided by twenty (less any ASCMA Options that have previously vested). (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(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) or Section 3(b), and subject to the provisions of Section 3(c). That number of each type of ASCMA Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”x) % of the total number of such type of ASCMA Options that are subject to awarded under this Agreement, in each case Agreement (rounded down to the nearest whole number of such type of ASCMA Options, ) shall become exercisable on each of , (y) that number of ASCMA Options that is equal to % of the dates specified total number of ASCMA Options awarded under this Agreement (rounded down to the nearest whole number of ASCMA Options) shall become exercisable on Schedule I hereto each of , 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 such date, together of (with any other date on which ASCMA Options vest pursuant to awarded under this Agreement, Agreement that do not otherwise become exercisable as a “Vesting Date”). (b) If result of rounding pursuant to Section 3(a) prevents any portion of an Option from also becoming exercisable on a particular Vesting Date (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 ASCMA Options would otherwise become exercisable is not a Business Day, such ASCMA Options will become exercisable on the first Business Day next following such date, (ii) all ASCMA 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 or a Subsidiary or service as a non-employee director, as applicable and the Company Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the Company, as applicableCompany Subsidiary, and (iii) subject to Section 23 hereof, if the Grantee’s employment with the Company or a Subsidiary and its Subsidiaries is terminated by the Company or such a Company Subsidiary without Cause, or by Grantee for Good Reason, any unvested 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 extent, if any, indicated nearest whole number) shall become exercisable on Schedule I.the date of Grantee’s termination of employment](1). (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(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 each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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 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 following such date, (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 's termination of service as such a Nonemployee Director if (A) the Grantee’s employment with the Company or a Subsidiary or 's service as a non-employee director, as applicable Nonemployee Director terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a 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.Nonemployee Director. (d) 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. (e) The Grantee acknowledges and agrees that the Plan AdministratorBoard, 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 Plan Administrator Board may determine are applicable thereto.

Conditions of Exercise. Unless otherwise determined by the Plan Administrator 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 10.1(b11.1(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) or Section 3(b), and subject to the provisions of Section 3(c). That number of each type of L Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) _____% of the total number of such type of L Options that are subject to awarded under this Agreement, in each case Agreement (rounded down to the nearest whole number of such type of L Options, ) shall become exercisable on each __________, __________, __________ and __________ 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 the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to 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 (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will shall become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options 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)20___. Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to 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 L Options would otherwise become exercisable is not a Business Day, such L Options will become exercisable on the first Business Day next following such date, (ii) all L Options will become exercisable on the date of the Grantee’s '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 's employment with the Company or a Subsidiary or service as a non-employee director, as applicable and its Subsidiaries terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the Company, as applicableSubsidiary, and (iii) if the Grantee’s 's employment with the Company or a Subsidiary and its Subsidiaries is terminated by the Company or such a Subsidiary without Cause, any unvested 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 to on the extent, if any, indicated on Schedule I.date of the Grantee's termination of employment. (db) 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. (ec) The Grantee acknowledges and agrees that the Plan AdministratorCommittee, 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 Plan Administrator Committee may determine are applicable thereto.