Common use of Effect of Termination of Service Clause in Contracts

Effect of Termination of Service. a. If your Termination of Service occurs at any time during the option term for any reason other than as provided in your Employment Agreement or Subsections (b), (c), (d) or (e) below, then the period for exercising this option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service is due to your death at a time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month period following the date of death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier of (i) the expiration of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option term. c. If you become permanently disabled and, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which this option is exercisable at the date of your Termination of Service. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Service. On the Expiration Date, the option will terminate and cease to be outstanding. e. Should (i) your Termination of Service occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination of Service or such unauthorized use or disclosure of confidential or secret information or attempt thereat.

Effect of Termination of Service. a. If your Except as provided herein, Recipient’s rights to exercise this Option upon Termination of Service occurs at any time during the option term as a director, officer, employee or consultant for any reason other than reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, as provided in your Employment Agreement or Subsections Section 7(c) of the Plan. (a) Except as provided in Subsection (b), (c), (d) or (ec) below, then if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) may, during the period for exercising this option will be limited to the three-month period commencing with following the date of your Recipient’s Termination of Service; provided that in no event will this option be exercisable at any time Service (“Termination Date”) and ending on the earlier of (i) ninety (90) days after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability Date or (if earlierii) upon the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this option will terminate and cease Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to be outstandingthe Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. b. (b) If your Recipient’s Termination of Service is due to your his/her death at a time when or Disability, Recipient (or his/her estate or representative, in the option remains outstandingevent of Recipient’s death during the Option Period) may, then this option will become fully exercisable on during the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month period following the date of death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate his/her Termination Date and cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to ending on the earlier of (i) the expiration of the twelve- month period following the date of your death one year after such Termination Date or (ii) the specified Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the option termOption that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. c. (c) If you become permanently disabled and, by reason thereof your Recipient’s Termination of Service occurs at any time during is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the option termright to exercise the Option shall terminate immediately, then you will have a period of twelve months and the Option (commencing with including vested and unvested portions) shall be automatically cancelled upon the effective date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which this option is exercisable at termination or the date of your Termination of Service. Upon the expiration on which Cresco provides written notice to Recipient of such limited period of exercisability or (if earlier) upon the Expiration DateCovenant Violation, this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiariesas applicable. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Service. On the Expiration Date, the option will terminate and cease to be outstanding. e. Should (i) your Termination of Service occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination of Service or such unauthorized use or disclosure of confidential or secret information or attempt thereat.

Effect of Termination of Service. a. If your Termination 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service occurs or death: (i) Any option outstanding at any the time during of the option term Optionee’s cessation of Service for any reason other than shall remain exercisable for such period of time thereafter as provided shall be determined by the Plan Administrator and set forth in your Employment Agreement or Subsections (b)the documents evidencing the option, (c), (d) or (e) below, then the period for exercising this but no such option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option shall be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstandingterm. b. If your Termination of Service is due to your death (ii) Any option held by the Optionee at a the time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully and exercisable prior to death, and will remain exercisable for a twelve-month period following the date of death; provided in whole or in part at that in no event shall this option time may be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable subsequently exercised by the personal representative of your the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier Optionee’s will or the laws of (i) inheritance or by the expiration Optionee’s designated beneficiary or beneficiaries of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option termthat option. c. If you become permanently disabled and(iii) During the applicable post-Service exercise period, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised in the aggregate for more than the number of Optioned Shares (if any) vested shares for which this the option is exercisable at on the date of your Termination the Optionee’s cessation of Service. Upon the expiration of such limited the applicable exercise period of exercisability or (if earlier) upon the Expiration Dateexpiration of the option term, this the option will shall terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of outstanding for any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties vested shares for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during which the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was has not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Servicebeen exercised. On the Expiration DateHowever, the option will shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstandingoutstanding to the extent the option is not otherwise at that time exercisable for vested shares. e. Should 2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: (i) your Termination extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service occur from the limited exercise period otherwise in effect for cause (includingthat option to such greater period of time as the Plan Administrator shall deem appropriate, but not limited toin no event beyond the expiration of the option term, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or and/or (ii) you make or attempt permit the option to make any unauthorized use or disclosure be exercised, during the applicable post-Service exercise period, not only with respect to the number of confidential information or trade secrets vested shares of Common Stock for which such option is exercisable at the time of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination Optionee’s cessation of Service but also with respect to one or such unauthorized use or disclosure of confidential or secret information or attempt thereatmore additional installments in which the Optionee would have vested had the Optionee continued in Service.

Effect of Termination of Service. a. If your Termination 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service occurs at any time during or death: (i) Should the option term Optionee cease to remain in Service for any reason other than as provided in your Employment Agreement death, Disability or Subsections (b), (c), (d) or (e) belowMisconduct, then the period for exercising this option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the Expiration Date. During any such limited Optionee shall have a period of exercisability, this option may not be exercised for more than the number of Optioned Shares three (if any3) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service is due to your death at a time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month period months following the date of death; provided that in no event such cessation of Service during which to exercise each outstanding option held by such Optionee. (ii) Should the Optionee's Service terminate by reason of Disability, then the Optionee shall this option be exercisable at any time after have a period of twelve (12) months following the Expiration Date. Upon the expiration date of such twelve-month period or cessation of Service during which to exercise each outstanding option held by such Optionee. (if earlieriii) upon If the Expiration DateOptionee dies while holding an outstanding option, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable by then the personal representative of your his or her estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier Optionee's will or the laws of inheritance shall have a twelve (i) the expiration of the twelve- month 12)-month period following the date of your the Optionee's death or to exercise such option. (iiiv) Under no circumstances, however, shall any such option be exercisable after the specified Expiration Date expiration of the option term. c. If you become permanently disabled and(v) During the applicable post-Service exercise period, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised in the aggregate for more than the number of Optioned Shares (if any) vested shares for which this the option is exercisable at on the date of your Termination the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such cessation of Service. Upon the expiration of such limited the applicable exercise period of exercisability or (if earlier) upon the Expiration Dateexpiration of the option term, this the option will shall terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of outstanding for any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties vested shares for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during which the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was has not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Servicebeen exercised. On the Expiration DateHowever, the option will shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service). (vi) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding. e. Should 2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: (i) your Termination extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service occur from the limited exercise period otherwise in effect for cause (includingthat option to such greater period of time as the Plan Administrator shall deem appropriate, but not limited toin no event beyond the expiration of the option term, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or and/or (ii) you make or attempt permit the option to make any unauthorized use or disclosure be exercised, during the applicable post-Service exercise period, not only with respect to the number of confidential information or trade secrets vested shares of Common Stock for which such option is exercisable at the time of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination Optionee's cessation of Service but also with respect to one or such unauthorized use or disclosure of confidential or secret information or attempt thereatmore additional installments in which the Optionee would have vested had the Optionee continued in Service.

Effect of Termination of Service. a. If your Termination The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service occurs or death: Any option outstanding at any the time during of the option term Optionee’s cessation of Service for any reason other than shall remain exercisable for such period of time thereafter as provided shall be determined by the Plan Administrator and set forth in your Employment Agreement or Subsections (b)the documents evidencing the option, (c), (d) or (e) below, then the period for exercising this but no such option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option shall be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service is due to your death at a time when the option remains outstanding, then this term. Any outstanding option will become fully exercisable on held by the date Optionee at the time of death even if the option was not fully and exercisable prior to death, and will remain exercisable for a twelve-month period following the date of death; provided in whole or in part at that in no event shall this option time may be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable subsequently exercised by the personal representative of your the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier Optionee’s will or in accordance with the laws of (i) descent and distribution. Should the expiration of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option term. c. If you become permanently disabled and, by reason thereof your Termination of Optionee’s Service occurs at any time during the option termbe terminated for Misconduct, then you will have a period of twelve months (commencing with all outstanding options held by the date of such Termination of Service) during which Optionee shall terminate immediately and cease to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Dateoutstanding. During such limited period of exercisabilitythe applicable post-Service exercise period, this the option may not be exercised in the aggregate for more than the number of Optioned Shares (if any) vested shares for which this the option is exercisable at on the date of your Termination the Optionee’s cessation of Service. Upon the expiration of such limited the applicable exercise period of exercisability or (if earlier) upon the Expiration Dateexpiration of the option term, this the option will shall terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of outstanding for any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties vested shares for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during which the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was has not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Servicebeen exercised. On the Expiration DateHowever, the option will shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstanding to the extent the option is not otherwise at that time exercisable for vested shares. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding. e. Should (i) your Termination , to: extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service occur from the limited exercise period otherwise in effect for cause (includingthat option to such greater period of time as the Plan Administrator shall deem appropriate, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with in no event beyond the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets expiration of the Company or its Subsidiariesoption term, then in any such event this and/or permit the option will terminate and cease to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable immediately upon at the date time of such Termination the Optionee’s cessation of Service but also with respect to one or such unauthorized use or disclosure of confidential or secret information or attempt thereatmore additional installments in which the Optionee would have vested had the Optionee continued in Service.

Effect of Termination of Service. a. If your Termination ​ 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service occurs or death: (i) Any option outstanding at any the time during of the option term Optionee’s cessation of Service for any reason other than shall remain exercisable for such period of time thereafter as provided shall be determined by the Plan Administrator and set forth in your Employment Agreement or Subsections (b)the documents evidencing the option, (c), (d) or (e) below, then the period for exercising this but no such option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option shall be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service is due to your death at a time when the option remains outstanding, then this term. ​ (ii) Any option will become fully exercisable on held by the date Optionee at the time of death even if the option was not fully and exercisable prior to death, and will remain exercisable for a twelve-month period following the date of death; provided in whole or in part at that in no event shall this option time may be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable subsequently exercised by the personal representative of your the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier Optionee’s will or the laws of (i) inheritance or by the expiration Optionee’s designated beneficiary or beneficiaries of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option termthat option. c. If you become permanently disabled and(iii) During the applicable post-Service exercise period, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised in the aggregate for more than the number of Optioned Shares (if any) vested shares for which this the option is exercisable at on the date of your Termination the Optionee’s cessation of Service. Upon the expiration of such limited the applicable exercise period of exercisability or (if earlier) upon the Expiration Dateexpiration of the option term, this the option will shall terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of outstanding for any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties vested shares for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during which the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was has not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Servicebeen exercised. On the Expiration DateHowever, the option will shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstanding to the extent the option is not otherwise at that time exercisable for vested shares. ​ 2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding., to: ​ e. Should (i) your Termination extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service occur from the limited exercise period otherwise in effect for cause (includingthat option to such greater period of time as the Plan Administrator shall deem appropriate, but not limited toin no event beyond the expiration of the option term, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or and/or ​ (ii) you make or attempt permit the option to make any unauthorized use or disclosure be exercised, during the applicable post-Service exercise period, not only with respect to the number of confidential information or trade secrets vested shares of Common Stock for which such option is exercisable at the time of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination Optionee’s cessation of Service but also with respect to one or such unauthorized use or disclosure of confidential or secret information or attempt thereat.more additional installments in which the Optionee would have vested had the Optionee continued in Service. ​

Effect of Termination of Service. a. If your Termination 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service occurs at any time during or death: (i) Should the option term Optionee cease to remain in Service for any reason other than as provided in your Employment Agreement death, Disability or Subsections (b), (c), (d) or (e) belowMisconduct, then the period for exercising this option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the Expiration Date. During any such limited Optionee shall have a period of exercisability, this option may not be exercised for more than the number of Optioned Shares three (if any3) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service is due to your death at a time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month period months following the date of death; provided that in no event such cessation of Service during which to exercise each outstanding option held by such Optionee. (ii) Should Optionee's Service terminate by reason of Disability, then the Optionee shall this option be exercisable at any time after have a period of twelve (12) months following the Expiration Date. Upon the expiration date of such twelve-month period or cessation of Service during which to exercise each outstanding option held by such Optionee. (if earlieriii) upon If the Expiration DateOptionee dies while holding an outstanding option, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable by then the personal representative of your his or her estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier Optionee's will or the laws of inheritance or the Optionee's designated beneficiary or beneficiaries of that option shall have a twelve (i) the expiration of the twelve- month 12)-month period following the date of your the Optionee's death or (ii) to exercise such option. Under no circumstances, however, shall any such option be exercisable after the specified Expiration Date expiration of the option term. c. If you become permanently disabled and(iv) During the applicable post-Service exercise period, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised in the aggregate for more than the number of Optioned Shares (if any) vested shares for which this the option is exercisable at on the date of your Termination the Optionee's cessation of Service. Upon the expiration of such limited the applicable exercise period of exercisability or (if earlier) upon the Expiration Dateexpiration of the option term, this the option will shall terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of outstanding for any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties vested shares for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during which the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was has not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Servicebeen exercised. On the Expiration DateHowever, the option will shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstandingoutstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested. e. 2. Should Optionee's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while holding one or more outstanding options under the Plan, then all those options shall terminate immediately and cease to remain outstanding. The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: (i) your Termination extend the period of time for which the option is to remain exercisable following Optionee's cessation of Service occur or death from the limited period otherwise in effect for cause (includingthat option to such greater period of time as the Plan Administrator shall deem appropriate, but not limited toin no event beyond the expiration of the option term, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or and/or (ii) you make or attempt permit the option to make any unauthorized use or disclosure be exercised, during the applicable post-Service exercise period, not only with respect to the number of confidential information or trade secrets vested shares of Common Stock for which such option is exercisable at the time of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination Optionee's cessation of Service but also with respect to one or such unauthorized use or disclosure of confidential or secret information or attempt thereatmore additional installments in which the Optionee would have vested under the option had the Optionee continued in Service.

Effect of Termination of Service. a. If your Termination The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service occurs or death: (a) Any option outstanding at any the time during of the option term Optionee's cessation of Service for any reason other than as provided in your Employment Agreement or Subsections (b), (c), (d) or (e) below, then the period for exercising this option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service is due to your death at a time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will shall remain exercisable for a twelve-month period following of three months or period thereafter as shall be determined by the date of death; provided that Plan Administrator and set forth in the documents evidencing the option, but no event such option shall this option be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will term. (b) Any option exercisable in whole or in part by the Optionee at the time of death may be exercisable exercised subsequently by the personal representative of your the Optionee's estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier Optionee's will or in accordance with the laws of (i) the expiration of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option termdescent and distribution. c. If you become permanently disabled and(c) During the applicable post-Service exercise period, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised in the aggregate for more than the number of Optioned Shares (if any) vested shares for which this the option is exercisable at on the date of your Termination the Optionee's cessation of Service. Upon the expiration of such limited the applicable exercise period of exercisability or (if earlier) upon the Expiration Dateexpiration of the option term, this the option will shall terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of outstanding for any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties vested shares for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during which the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was has not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Servicebeen exercised. On the Expiration DateHowever, the option will shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding to the extent the option is not otherwise at that time exercisable for vested shares. (d) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to be outstanding. e. Should (ie) your Termination The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service occur from the period otherwise in effect for cause (includingthat option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or permit the option to be exercised, during the applicable post-Service exercise period, not limited toonly with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested under the option had the Optionee continued in Service. I hereby notify Soligenix, any act Inc. (the "Corporation") that I elect to purchase _____ shares of dishonestythe Corporation's Common Stock (the "Purchased Shares") at the option exercise price of $_____ per share (the "Exercise Price") pursuant to that certain option (the "Option") granted to me under the Corporation's 2015 Equity Incentive Plan on __________, willful misconduct20_. Concurrently with the delivery of this Exercise Notice to the Corporation, fraud, embezzlement or theft, any unauthorized disclosure or use I shall hereby pay to the Corporation the Exercise Price for the Purchased Shares in accordance with the provisions of confidential information or trade secrets or, if you have an employment or consulting my agreement with the Company, termination thereunder “for cause” Corporation (or any similar conceptother documents) evidencing the Option and shall deliver whatever additional documents may be required by such agreement as provided a condition for exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in such agreement), or (ii) you make or attempt my agreement to make any unauthorized use or disclosure of confidential information or trade secrets effect payment of the Company or its Subsidiaries, then Exercise Price. Date Optionee Address: Print name in any such event this option will terminate and cease exact manner it is to appear on the stock certificate: Address to which certificate is to be exercisable immediately upon the date of such Termination of Service or such unauthorized use or disclosure of confidential or secret information or attempt thereat.sent, if different from address above: Social Security Number: Employee Number:

Effect of Termination of Service. a. If your Termination The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of Service occurs at any time during the option term for any reason other than as provided in your Employment Agreement or Subsections (b)such exercise, (c), (d) or (e) below, then the period for exercising this option will be limited to the three-month period commencing with the date of your after a Termination of Service; provided that , any of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in no event will this option the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time after the Expiration Date. During any such limited period time: (a) Any portion of exercisability, this option may an Option that is not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate vested and cease to be outstanding. b. If your Termination of Service is due to your death at a time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully a Participant's Termination of Service shall expire on such date. (b) Any portion of an Option that is vested and exercisable prior to death, and will remain exercisable for a twelve-month period following on the date of death; provided that in no event a Participant's Termination of Service shall this option be exercisable at any time after expire on the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease earliest to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier of occur of: (i) if the expiration of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option term. c. If you become permanently disabled and, by reason thereof your Participant's Termination of Service occurs at any time during the option termfor reasons other than Cause, then you will have a period of twelve months (commencing with Retirement, Disability or death, the date that is three months after such Termination of Service; (ii) if the Participant's Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service; and (iii) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Option Expiration Date. During such limited period of exercisabilityNotwithstanding the foregoing, this option may not be exercised for more than if a Participant dies after the number of Optioned Shares (if any) for which this option is exercisable at the date of your Termination of Service. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Participant's Termination of Service occurs at any time during but while an Option is otherwise exercisable, the option term, then this option will become fully exercisable as portion of the date of Retirement (even if the option was not fully Option that is vested and exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Service. On the Expiration Date, the option will terminate and cease to be outstanding. e. Should (i) your Termination of Service occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and (z) the one-year anniversary of the date of death, unless the Plan Administrator determines otherwise. Notwithstanding the foregoing, to the extent required by applicable law, unless employment or services are terminated for Cause, the right to exercise an Option in the event of Termination of Service, to the extent that the Participant is otherwise entitled to exercise an Option on the date of Termination of Service, shall be a. at least six months from the date of a Participant's Termination of Service if termination was caused by death or Disability; and b. at least 30 days from the date of a Participant's Termination of Service if termination was caused by other than death or Disability; c. but in no event later than the Option Expiration Date. Also notwithstanding the foregoing, in case a Participant's Termination of Service occurs for Cause, all Options granted to the Participant shall automatically expire upon first notification to the Participant of such unauthorized use termination, unless the Plan Administrator determines otherwise. If a Participant's employment or disclosure service relationship with the Company is suspended pending an investigation of confidential whether the Participant shall be terminated for Cause, all the Participant's rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after a Participant's Termination of Service, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion. (c) A Participant's change in status from an employee of the Company or secret information a Related Company to a nonemployee director, consultant, advisor or attempt thereatindependent contractor of the Company or a Related Company or a change in status from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company shall not be considered a Termination of Service for purposes of this Section 7.6.

Effect of Termination of Service. a. (a) If your Termination of Service occurs at any time during the option term for any reason other than as provided in your Employment Agreement or Subsections (b), (c), (d) or (e) below, then the period for exercising this option will be limited to the threesix-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the Expiration Date. [During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Service.]2 Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. (b) If your Termination of Service is due to your death at a time when the option remains outstanding, then this option [will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and and]3 will remain exercisable for a twelve-month period following the date of death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier of (i) the expiration of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option term. c. If you become permanently disabled and, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which this option is exercisable at the date of your Termination of Service. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Service. On the Expiration Date, the option will terminate and cease to be outstanding. e. Should (i) your Termination of Service occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination of Service or such unauthorized use or disclosure of confidential or secret information or attempt thereat.of

Effect of Termination of Service. a. If your Termination The following provisions shall govern the exercise of any options granted pursuant to the Discretionary Grant Program that are outstanding at the time of the Optionee’s cessation of Service occurs or death: Any option outstanding at any the time during of the option term Optionee’s cessation of Service for any reason other than death, Retirement, Permanent Disability and Misconduct shall remain exercisable for such period of time thereafter as provided shall be determined by the Plan Administrator and set forth in your Employment Agreement or Subsections (b)the documents evidencing the option, (c), (d) or (e) below, then the period for exercising this but no such option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option shall be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of the option term, and provided that if such documents do not include such a period of time, any such limited period option shall remain so exercisable until the earlier of exercisability or (if earlieri) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination expiration of Service is due to your death at a time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month three (3)-month period following the date of death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon Optionee’s cessation of Service, and (ii) the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will term set forth in the documents evidencing the option. Any option held by the Optionee at the time of the Optionee’s cessation of Service due to Retirement or Permanent Disability shall remain exercisable until the earlier of (i) the expiration of the twelve (12)-month period following the date of Optionee’s cessation of Service and (ii) the expiration of the option term set forth in the documents evidencing the option. Any option held by the Optionee at the time of the Optionee’s death and exercisable in whole or in part at that time may be exercisable subsequently exercised by the personal representative of your the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any the Optionee’s will or the laws of inheritance or by the Optionee’s designated beneficiary or beneficiaries of that option. Any such exercise occurs prior to option shall remain so exercisable until the earlier of (i) the expiration of the twelve- month twelve (12)-month period following the date of your death or Optionee’s death, and (ii) the specified Expiration Date expiration of the option term. c. If you become permanently disabled and, by reason thereof your Termination of term set forth in the documents evidencing the option. Should the Optionee’s Service occurs at any time during be terminated for Misconduct or should the option termOptionee otherwise engage in Misconduct while holding one or more outstanding options granted under this Article Two, then you will have a period all of twelve months (commencing with the date of such Termination of Service) during which those options shall terminate immediately and cease to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Dateoutstanding. During such limited period of exercisabilitythe applicable post-Service exercise period, this the option may not be exercised for more than the number of Optioned Shares vested shares for which the option is at the time exercisable. No additional shares shall vest under the option following the Optionee’s cessation of Service, except to the extent (if any) for which this option is exercisable at specifically authorized by the date of your Termination of ServicePlan Administrator in its sole discretion pursuant to an express written agreement with the Optionee. Upon the expiration of such limited the applicable exercise period of exercisability or (if earlier) upon the Expiration Dateexpiration of the option term, this the option will shall terminate and cease to be outstanding. You will be deemed to be permanently disabled if you areThe Plan Administrator shall have complete discretion, by reason of any medically determinable physical exercisable either at the time an option is granted or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during while the option remains outstanding, to: extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, then ; include an automatic extension provision whereby the specified post-Service exercise period in effect for any option granted under this Article Two shall automatically be extended by an additional period of time equal in duration to any interval within the specified post-Service exercise period during which the exercise of that option will become fully exercisable as or the immediate sale of the shares acquired under such option could not be effected in compliance with applicable federal and state securities laws, but in no event shall such an extension result in the continuation of such option beyond the expiration date of Retirement (even if the term of that option; and/or permit the option was not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Service. On the Expiration Date, the option will terminate and cease to be outstanding. e. Should (i) your Termination exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement also with respect to one or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you more additional installments in which the Optionee would have an employment or consulting agreement with vested had the Company, termination thereunder “for cause” (or any similar concept) as provided Optionee continued in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination of Service or such unauthorized use or disclosure of confidential or secret information or attempt thereatService.

Effect of Termination of Service. a. If your Termination of Service occurs at any time during the option term for any reason other than as provided in your Employment Agreement or Subsections (b), (c), (d) or (e) below, then the period for exercising this option will be limited to the threesix-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service is due to your death at a time when the option remains outstanding, then this option will [ill become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month period following the date of death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier of (i) the expiration of the twelve- twelve-month period following the date of your death or (ii) the specified Expiration Date of the option term. c. If you become permanently disabled and, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which this option is exercisable at the date of your Termination of Service. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Service. On the Expiration Date, the option will terminate and cease to be outstanding. e. Should Should (i) your Termination of Service occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination of Service or such unauthorized use or disclosure of confidential or secret information or attempt thereat.

Effect of Termination of Service. a. If your Termination 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service occurs or death: (i) Any option outstanding at any the time during of the option term Optionee's cessation of Service for any reason other than shall remain exercisable for such period of time thereafter as provided shall be determined by the Plan Administrator and set forth in your Employment Agreement or Subsections the documents evidencing the option (b), (c), (d) or (e) below, then the period for exercising this option will be limited to the three-month period commencing with the date of your Termination of Service; provided that which shall in no event will this be less than six (6) months in the case of death or disability nor less than thirty (30) days in the case of any other cessation of Service), provided no such option shall be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstandingterm. b. If your Termination of Service is due to your death (ii) Any option exercisable in whole or in part by the Optionee at a the time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month period following the date of death; provided that in no event shall this option may be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable subsequently exercised by the personal representative of your the Optionee's estate or by the person or persons to whom the option is transferred pursuant to the Optionee's will or in accordance with the laws of descent and distribution. 4 (iii) Subject to clause C.2.(ii) below of this Section 2 aboveI, provided any such exercise occurs prior to the earlier of (i) the expiration of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option term. c. If you become permanently disabled and, by reason thereof your Termination of Service occurs at any time during the option termapplicable post-Service exercise period, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised in the aggregate for more than the number of Optioned Shares (if any) vested shares for which this the option is exercisable at on the date of your Termination the Optionee's cessation of Service. Upon the expiration of such limited the applicable exercise period of exercisability or (if earlier) upon the Expiration Dateexpiration of the option term, this the option will shall terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of outstanding for any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of vested shares for which the option has not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiariesbeen exercised. d. If you retire 2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during while the option remains outstanding, to: (i) extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Service. On the Expiration Date, the option will terminate and cease to be outstanding. e. Should (i) your Termination of Service occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or and/or (ii) you make or attempt permit the option to make any unauthorized use or disclosure be exercised, during the applicable post-Service exercise period, not only with respect to the number of confidential information or trade secrets vested shares of Common Stock for which such option is exercisable at the time of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination Optionee's cessation of Service but also with respect to one or such unauthorized use or disclosure of confidential or secret information or attempt thereatmore additional installments in which the Optionee would have vested had the Optionee continued in Service.

Effect of Termination of Service. a. If your Termination (1) The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service: (a) Any option outstanding at the time of the Optionee's cessation of Service occurs at any time during the option term for any reason other than as except death, Permanent Disability or Misconduct shall remain exercisable for a three (3) month period thereafter, provided in your Employment Agreement or Subsections no option shall be exercisable after the Expiration Date. (b), ) Any option outstanding at the time of the Optionee's cessation of Service due to death or Permanent Disability shall remain exercisable for a twelve (c), (d12) or (e) below, then the period for exercising this option will be limited to the three-month period commencing with the date of your Termination of Service; thereafter, provided that in no event will this option shall be exercisable at any time after the Expiration Date. During Subject to the foregoing, any such limited period option exercisable in whole or in part by the Optionee at the time of exercisability, this option death may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service is due to your death at a time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month period following the date of death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable subsequently by the personal representative of your the Optionee's estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier Optionee's will or in accordance with the laws of (i) the expiration of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option termdescent and distribution. c. If you become permanently disabled and, by reason thereof your Termination of (c) Should the Optionee's Service occurs at any time during the option termbe terminated for Misconduct, then you will have a period of twelve months all outstanding options held by the Optionee shall terminate immediately and cease to be outstanding. (commencing with d) During the date of such Termination of Service) during which to applicable post-Service exercise this option; providedperiod, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised in the aggregate for more than the number of Optioned Shares (if any) shares for which this the option is exercisable at on the date of your Termination the Optionee's cessation of Service; the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding to the extent the option is not otherwise at that time exercisable. Upon the expiration of such limited the applicable exercise period of exercisability or (if earlier) upon the Expiration Date, this the option will shall terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of outstanding for any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of shares for which the option has not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiariesbeen exercised. d. If you retire (2) The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during while the option termremains outstanding, then this option will become fully exercisable as to: (a) extend the period of the date of Retirement (even if time for which the option was not fully exercisable prior is to Retirement) and will remain exercisable following the Optionee's cessation of Service from the period otherwise in effect for that option to such greater period of 13 time as the full option term until the Expiration Date as if you had not incurred a Termination of Service. On Plan Administrator shall deem appropriate, but in no event beyond the Expiration Date, and/or (b) permit the option will terminate and cease to be outstanding. e. Should (i) your Termination exercised, during the applicable post-Service exercise period, not only with respect to the number of shares of Common Stock for which such option is exercisable at the time of the Optionee's cessation of Service occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement also with respect to one or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you more additional shares that would have an employment or consulting agreement with vested under the Company, termination thereunder “for cause” (or any similar concept) as provided option had the Optionee continued in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such Termination of Service or such unauthorized use or disclosure of confidential or secret information or attempt thereatService.

Effect of Termination of Service. a. If your Upon a Grantee’s Termination of Service occurs at any time during the option term for any reason other than as provided in your Employment Agreement due to Disability or Subsections (b)death or termination for Cause, (c), (d) or (e) below, then the period for exercising this option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option Stock Options shall be exercisable at any time after the Expiration Date. During any only as to those shares that were immediately exercisable by such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable Grantee at the date of your termination, and Stock Options may be exercised only for a period of three (3) months following termination. b. In the event of a Termination of Service for Cause, all Stock Options granted to a Grantee that have not been exercised shall expire and be forfeited. c. Upon Termination of Service for reason of Disability or death, all Stock Options subject to this Award shall be exercisable, whether or not then exercisable, at the date of Termination of Service. Upon the expiration of any such limited Vested Stock Options may be exercised for a period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your one year following Termination of Service is due to your death, Disability or Retirement, provided, however, that no Stock Option shall be eligible for treatment as an Incentive Stock Option in the event such Stock Option is exercised more than three months following Termination of Service due to Retirement or one year following Termination of Service due to Disability and provided, further, in order to obtain Incentive Stock Option treatment for Stock Options exercised by heirs or devisees of the Grantee, the Grantee’s death at must have occurred while employed or within three (3) months of Termination of Service. d. At the time of an Involuntary Termination of Employment following a time when Change in Control, all Stock Options then held by the option remains outstanding, then this option will Grantee shall become fully exercisable on the date of death even if the option was not fully exercisable prior (subject to death, and will remain exercisable for a twelve-month period following the date of death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of such twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior provisions otherwise applicable to the earlier of (i) the expiration of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option term. c. If you become permanently disabled and, by reason thereof your Termination of Service occurs at any time during the option term, then you will have Stock Option). All Stock Options may be exercised for a period of twelve months (commencing with one year following the date of such Grantee’s Involuntary Termination of Service) during which to exercise this option; providedEmployment, provided however that no Stock Option shall be eligible for treatment as an Incentive Stock Option in no the event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be Stock Option is exercised for more than the number of Optioned Shares three (if any3) for which this option is exercisable at the date of your months following Involuntary Termination of Service. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result Employment following a Change in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time during the option term, then this option will become fully exercisable as of the date of Retirement (even if the option was not fully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Service. On the Expiration Date, the option will terminate and cease to be outstandingControl. e. Should (i) your Termination of Service occur for cause (includingNotwithstanding anything herein to the contrary, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with no Stock Option shall be exercisable beyond the Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets last day of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date original term of such Termination of Service or such unauthorized use or disclosure of confidential or secret information or attempt thereatStock Option.