Common use of Exercise of Option and Provisions for Termination Clause in Contracts

Exercise of Option and Provisions for Termination. (a) Except as otherwise provided herein and subject to the right of cumulation provided herein, this option may be exercised, prior to the Tenth Anniversary Date, as to not more than the following number of shares covered by this option during the respective periods set forth as follows: (i) no Shares prior to October 15, 2004, (ii) 16.6% of the Shares from and after October 15, 2004, and (iii) an additional 2.78% of the Shares on each monthly anniversary of such date thereafter, until fully vested, provided, however, that in the event there is no corresponding monthly anniversary date in any given month, such additional amount shall vest on the last day of such month (i.e., February 29 would correspond to January 31). (b) Notwithstanding anything herein to the contrary, (i) in the event that Employee's employment with the Company is terminated either by the Company without Cause or by the Employee for Good Reason, then the portion of the option granted hereunder which would otherwise vest or become exercisable pursuant to this Section 2(a) within twelve (12) months following the date of such termination shall immediately vest and become fully exercisable; and (ii) in the event that Employee's employment with the Company is terminated either by the Company without Cause or by the Employee for Good Reason at any time following the consummation of a Change in Control, any unvested portion of the option granted to the Employee hereunder shall immediately vest and become fully exercisable. As used herein, the terms "Cause", "Good Reason" and "Change in Control" shall have the meanings set forth in the Employment Agreement executed herewith between Employee and the Company effective as of April 15, 2004 (the "Employment Agreement").