Common use of Exercise Period of Option Clause in Contracts

Exercise Period of Option. (a) This Option is immediately exercisable although the Shares issued upon exercise of the Option will be subject to the restrictions on transfer and Repurchase Options set forth in Section 8 and 9 below. Provided Participant continues to provide services to the Company or to any Parent or Subsidiary of the Company, the Shares issuable upon exercise of this Option will become vested with respect to twenty-five percent (25%) of the Shares on the First Vesting Date set forth on the first page of this Agreement (the "First Vesting Date") and thereafter at the end of each full succeeding month after the First Vesting Date an additional 2.08333% of the Shares will become vested until the Shares are vested with respect to one hundred percent (100%) of the Shares. If application of the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become exercisable for the full remainder of the Shares. Unvested Shares may not be sold or otherwise transferred by Participant without the Company's prior written consent. Notwithstanding any provision in the Plan or this Agreement to the contrary, Options for Unvested Shares (as defined in Section 2.2 of this Agreement) will not be exercisable on or after Participant's Termination Date. (b) If there is a Sale of the Company and Participant's employment is terminated by the Company or its successor without Cause in connection with the Sale of the Company, then upon such termination the Option will become vested as to an additional number of Unvested Shares equal to fifty percent (50%) of the Shares that were Unvested Shares at the closing of the Sale of the Company. (c) For purposes of the vesting acceleration provisions of paragraph (b), "Cause" means (i) willfully engaging in gross misconduct that is materially and demonstrably injurious to the Company; (ii) willful act or acts of dishonesty undertaken by Participant and intended to result in substantial gain or personal enrichment for Participant at the expense of the Company; or (iii) willful and continued failure to substantially perform Participant's duties with the Company or its successor (other than incapacity due to physical or mental illness); provided that the action or conduct described in clause (iii) above will constitute "Cause" only if such failure continues after the Board of Directors has provided Participant with a written demand for substantial performance setting forth in detail the specify respects in which it believes Participant has willfully and not substantially performed his duties thereof and a reasonable opportunity (to be not less than 30 days) to cure the same. For such purpose, a termination by the Company without Cause includes a termination of employment by Participant within 30 days following any of the following events: (x) the assignment of any duties to Participant inconsistent with, or reflecting a materially adverse change in, Participant's position, duties or responsibilities with the Company (or any successor) without Participant's concurrence; or (y) the relocation of the Company's principal executive offices, or relocating Participant's principal place of business, in excess of fifty (50) miles from the company's current executive offices located in Santa Clara, California. For purposes of the vesting acceleration provisions of paragraph (b), the term "Sale of the Company" means (i) the sale or other disposition of all or substantially all of the assets of the Company, or (ii) the acquisition of the Company by another entity by means of consolidation, corporate reorganization or merger, or other transaction or series of related transactions in which more than fifty percent (50%) of the outstanding voting power of the Company is transferred.

Exercise Period of Option. (a) This Option is immediately exercisable although the Shares issued upon exercise of the Option will be subject to the restrictions on transfer and Repurchase Options set forth in Section 8 Sections 8, 9 and 9 10 below. Provided Participant continues to provide services to the Company or to any Parent or Subsidiary of the Company, the Shares issuable upon exercise of this Option will become vested with respect to twenty-five percent (25%) of the Shares on the First Vesting Date set forth on the first page of this Agreement July 21, 1998 (the "First Vesting Date") and thereafter at the end of each full succeeding month after the First Vesting Date an additional 2.08333% two and eighty-three thousandths percent (2.083%) of the Shares will become vested until the Shares are vested with respect to one hundred percent (100%) % of the Shares. If , provided that if application of the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become exercisable for the full remainder of the Shares. Unvested Shares may not be sold or otherwise transferred by Participant without the Company's prior written consentshare. Notwithstanding any provision in the Plan or this Agreement to the contrary, Options for Unvested Shares (as defined in Section 2.2 of this Agreement) will not be exercisable on or after Participant's Termination Date. (b) If there Notwithstanding the first two sentences of the preceding subsection (a), upon the closing of (i) a merger of consolidation in which the Company is not the surviving corporation (other than a Sale merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company and Participant's employment in a different jurisdiction, or other transactions in which there is terminated by no substantial change in the shareholders of the Company or its successor without Cause their relative stock holdings), (ii) a merger in connection which the Company is the surviving corporation but after which the shareholders of the Company immediately prior to such merger (other than any shareholder which merges with the Sale of Company in such merger, or which owns or controls another corporation which merges with the Company in such merger) cease to own their shares or other equity interests in the Company, then upon such termination the Option will become vested as to an additional number of Unvested Shares equal to fifty percent (50%) of the Shares that were Unvested Shares at the closing of the Sale of the Company. (c) For purposes of the vesting acceleration provisions of paragraph (b), "Cause" means (i) willfully engaging in gross misconduct that is materially and demonstrably injurious to the Company; (ii) willful act or acts of dishonesty undertaken by Participant and intended to result in substantial gain or personal enrichment for Participant at the expense of the Company; or (iii) willful and continued failure to substantially perform Participant's duties with the Company or its successor (other than incapacity due to physical or mental illness); provided that the action or conduct described in clause (iii) above will constitute "Cause" only if such failure continues after the Board of Directors has provided Participant with a written demand for substantial performance setting forth in detail the specify respects in which it believes Participant has willfully and not substantially performed his duties thereof and a reasonable opportunity (to be not less than 30 days) to cure the same. For such purpose, a termination by the Company without Cause includes a termination of employment by Participant within 30 days following any of the following events: (x) the assignment of any duties to Participant inconsistent with, or reflecting a materially adverse change in, Participant's position, duties or responsibilities with the Company (or any successor) without Participant's concurrence; or (y) the relocation of the Company's principal executive offices, or relocating Participant's principal place of business, in excess of fifty (50) miles from the company's current executive offices located in Santa Clara, California. For purposes of the vesting acceleration provisions of paragraph (b), the term "Sale of the Company" means (i) the sale or other disposition of all or substantially all of the assets of the Company, or (iiiv) the acquisition sale of the Company by another entity by means of consolidation, corporate reorganization or merger, or other transaction or series of related transactions in which more than fifty percent (50%) of the outstanding Company's voting power from one or more of the Company's shareholders to new or existing shareholders who are not affiliated with the transferring shareholder(s) (each an "Acquisition"), the lesser of (A) the remaining Unvested Shares or (B) an additional number of Unvested Shares equal to 25% of the Shares, shall immediately become Vested Shares hereunder. If the Company's securities are not readily tradeable on an established securities market at the closing of such Acquisition, the Company is transferredshall use reasonable efforts to obtain any required shareholder approval for such accelerated vesting upon the closing of such Acquisition. (c) In the event that the accelerated vesting provided for in the preceding subsection (b) to Participant (i) constitutes "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) but for this subsection, would be subject to the excise tax imposed by Section 4999 of the Code, the Participant's accelerated vesting under the preceding subsection (b) shall be payable either: (A) in full, or (B) as to such lesser amount which would result in no portion of such accelerated vesting being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Participant on an after-tax basis, of the greatest amount of accelerated vesting under the preceding subsection (b), notwithstanding that all or some portion of such accelerated vesting may be taxable under Section 4999 of the Code. Unless the Company and Participant otherwise agree in writing, any determination required under this subsection shall be made in writing by independent public accountants agreed to by the Company and Participant (the "Accountants"), whose determination shall be conclusive and binding upon Participant and the Company for all purposes. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection.

Exercise Period of Option. (a) This Option is immediately exercisable although the Shares issued upon exercise of the Option will be subject to the restrictions on transfer and Repurchase Options Option set forth in Section 8 and 9 2.3 below. Provided Participant Optionee continues to provide services to the Company or to any Parent or Subsidiary of the Company, the Shares issuable upon exercise of this Option will become vested with respect to twentyone-five percent eighth (25%1/8th) of the Shares (rounded to the nearest whole share) on the First Vesting Date set forth on the first page of this Agreement October 5, 2001 (the "First Vesting Date") and thereafter at the end of each full succeeding month after the First Vesting Date an additional 2.08333% one forty-eighth (1/48th) of the Shares (rounded to the nearest whole share) will become vested until the Shares are vested with respect to one hundred percent (100%) of the Shares. If application The Shares issuable upon exercise of the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become exercisable for the full remainder cease to vest upon Optionee's Termination and Optionee shall in no event be entitled under this Option to purchase a number of the Shares. Unvested Shares may not be sold or otherwise transferred by Participant without shares of the Company's prior written consentCommon Stock greater than the Total Option Shares. Notwithstanding any provision the foregoing, in the Plan or this Agreement to the contrary, Options for Unvested Shares event of a "Termination in Connection with a Change in Control" (as defined in Section 2.2 the employment agreement between the Optionee and the Company (the "Employment Agreement")), the Shares issuable upon exercise of this Option shall have a vesting rate of twice the vesting rate set forth above (e.g., if immediately prior to a "Change of Control" (as defined in the Employment Agreement) will not be exercisable on or after Participant's Termination Date. (b) If there is a Sale of the Company and Participant's employment is terminated by the Company or its successor without Cause in connection with the Sale of the Company), then upon such termination the Option will become vested as to an additional number of Unvested Shares equal to fifty forty percent (5040%) of the Shares that were Unvested Shares at would have been vested, then upon the closing of the Sale of the Company. (c) For purposes of the vesting acceleration provisions of paragraph (b)Change in Control, "Cause" means (i) willfully engaging in gross misconduct that is materially and demonstrably injurious to the Company; (ii) willful act or acts of dishonesty undertaken by Participant and intended to result in substantial gain or personal enrichment for Participant at the expense of the Company; or (iii) willful and continued failure to substantially perform Participant's duties with the Company or its successor (other than incapacity due to physical or mental illness); provided that the action or conduct described in clause (iii) above will constitute "Cause" only if such failure continues after the Board of Directors has provided Participant with a written demand for substantial performance setting forth in detail the specify respects in which it believes Participant has willfully and not substantially performed his duties thereof and a reasonable opportunity (to be not less than 30 days) to cure the same. For such purpose, a termination by the Company without Cause includes a termination of employment by Participant within 30 days following any of the following events: (x) the assignment of any duties to Participant inconsistent with, or reflecting a materially adverse change in, Participant's position, duties or responsibilities with the Company (or any successor) without Participant's concurrence; or (y) the relocation of the Company's principal executive offices, or relocating Participant's principal place of business, in excess of fifty (50) miles from the company's current executive offices located in Santa Clara, California. For purposes of the vesting acceleration provisions of paragraph (b), the term "Sale of the Company" means (i) the sale or other disposition of all or substantially all of the assets of the Company, or (ii) the acquisition of the Company by another entity by means of consolidation, corporate reorganization or merger, or other transaction or series of related transactions in which more than fifty eighty percent (5080%) of the outstanding voting power Shares will be vested), but in no event shall the minimum aggregate number of Shares vested be less than at least one-quarter (1/4th) of the Total Option Shares. Should the Optionee's continue to provide services to the Company or to any Parent or Subsidiary of the Company is transferredfollowing a Change of Control (as defined in the Employment Agreement), the Shares shall continue to vest according to the vesting schedule set forth above.

Exercise Period of Option. (a) This Option is immediately exercisable although the Shares issued upon exercise of the Option will be subject to the restrictions on transfer and Repurchase Options set forth in Section 8 and 9 below. Provided Participant continues to ------------------------- provide services to the Company or to any Parent or Subsidiary of the Companyas Chief Executive Officer, except as otherwise provided in this Section 2.1, the Shares issuable upon exercise of this Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to twenty-five percent (25%) any of the Shares on until the First Vesting Date set forth on the first page of this Agreement (the "First Vesting Date") and thereafter at the end of each full succeeding month after (ii) on the First Vesting Date an additional 2.08333% the Option will become vested and exercisable as to nine hundred thousand (900,000) of the Shares; and (iii) thereafter on the first day of each of the succeeding thirty six (36) months the Option will become vested and exercisable as to twenty five thousand (25,000) of the Shares will become vested until the Shares are vested with respect to one hundred percent (100%) of the Shares. However, in the event of Participant's Resignation for Good Reason or termination without Cause, in either case prior to December 22, 2001, the Option will vest as follows: nine hundred thousand (900,000) Shares of the Option shall become immediately vested and exercisable, in lieu of any other vesting set forth in this Agreement. In the event of Participant's Resignation for Good Reason or termination without Cause within twelve months following a Corporate Transaction, one hundred percent (100%) of the Unvested Shares of the Option will become vested and exercisable. If application of the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become exercisable for the full remainder of the Shares. Unvested Shares Subject to earlier termination of the Option as provided herein, this Option may not be sold or otherwise transferred by Participant without the Company's exercised prior written consent. Notwithstanding any provision in the Plan or this Agreement to the contrary, Options for Unvested Shares (as defined in Section 2.2 earlier of this Agreement) will not be exercisable on or after Participant's Termination Date. (b) If there is a Sale of the Company and Participant's employment is terminated by the Company or its successor without Cause in connection with the Sale of the Company, then upon such termination the Option will become vested as to an additional number of Unvested Shares equal to fifty percent (50%) of the Shares that were Unvested Shares at the closing of the Sale of the Company. (c) For purposes of the vesting acceleration provisions of paragraph (b), "Cause" means (i) willfully engaging in gross misconduct that is materially and demonstrably injurious issue to the Company; public of shares of Common Stock ("IPO") pursuant to a Form S-1 Registration Statement under the Securities Act of 1933, as amended (the "Act"), (ii) willful act or acts the registration under the Act of dishonesty undertaken by Participant and intended to result in substantial gain or personal enrichment for Participant at any substituted stock underlying the expense of the Company; Option or (iii) willful and continued failure to substantially perform Participant's duties with the Company or its successor five (other than incapacity due to physical or mental illness); provided that the action or conduct described in clause (iii5) above will constitute "Cause" only if such failure continues after the Board of Directors has provided Participant with a written demand for substantial performance setting forth in detail the specify respects in which it believes Participant has willfully and not substantially performed his duties thereof and a reasonable opportunity (to be not less than 30 days) to cure the same. For such purpose, a termination by the Company without Cause includes a termination of employment by Participant within 30 days following any of the following events: (x) the assignment of any duties to Participant inconsistent with, or reflecting a materially adverse change in, Participant's position, duties or responsibilities with the Company (or any successor) without Participant's concurrence; or (y) the relocation of the Company's principal executive offices, or relocating Participant's principal place of business, in excess of fifty (50) miles years from the company's current executive offices located in Santa Clara, California. For purposes of the vesting acceleration provisions of paragraph (b), the term "Sale of the Company" means (i) the sale or other disposition of all or substantially all of the assets of the Company, or (ii) the acquisition of the Company by another entity by means of consolidation, corporate reorganization or merger, or other transaction or series of related transactions in which more than fifty percent (50%) of the outstanding voting power of the Company date such Option is transferredgranted.

Exercise Period of Option. (a) This Option is immediately exercisable although the Shares issued upon exercise of the Option will be subject to the restrictions on transfer and Repurchase Options set forth in Section 8 and 9 below. Provided Participant continues to ------------------------- provide services to the Company or to any Subsidiary or Parent or Subsidiary of the CompanyCompany or to Micron Technology, the Shares issuable upon exercise of this Option will become vested and exercisable as to portions of the Shares as follows: (i) this Plan I MEI Optionee NOG Option shall not vest nor be exercisable with respect to twenty-five percent (25%) any of the Shares on until the First Vesting Date set forth on the first page of this Agreement (the "First Vesting Date") (ii) on the First Vesting Date the Option will become vested and exercisable as to twenty-five percent (25%) of the Shares; and (iii) thereafter at the end of each full succeeding month after the First Vesting Date an additional Option will become vested and exercisable as to 2.08333% of the Shares will become vested until the Shares are vested with respect to one hundred percent (100%) of the Shares. Notwithstanding the foregoing, upon the issuance to the public of shares of Common Stock pursuant to a Form S-1 Registration Statement under the Securities Act of 1933, as amended (the "IPO"), the Option will become vested and exercisable as to fifty percent (50%) of the Shares and the remaining fifty percent (50%) of the Shares shall become vested and exercisable on the first anniversary of such IPO. If application of the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become exercisable for the full remainder of the Shares. Unvested Shares Subject to earlier termination of the Option as provided herein, this Option may not be sold or otherwise transferred by Participant without the Company's exercised prior written consent. Notwithstanding any provision in the Plan or this Agreement to the contrary, Options for Unvested Shares (as defined in Section 2.2 earlier of this Agreement) will not be exercisable on or after Participant's Termination Date. (b) If there is a Sale of the Company and Participant's employment is terminated by the Company or its successor without Cause in connection with the Sale of the Company, then upon such termination the Option will become vested as to an additional number of Unvested Shares equal to fifty percent (50%) of the Shares that were Unvested Shares at the closing of the Sale of the Company. (c) For purposes of the vesting acceleration provisions of paragraph (b), "Cause" means (i) willfully engaging in gross misconduct that is materially and demonstrably injurious to the Company; (ii) willful act or acts of dishonesty undertaken by Participant and intended to result in substantial gain or personal enrichment for Participant at the expense of the Company; or (iii) willful and continued failure to substantially perform Participant's duties with the Company or its successor (other than incapacity due to physical or mental illness); provided that the action or conduct described in clause (iii) above will constitute "Cause" only if such failure continues after the Board of Directors has provided Participant with a written demand for substantial performance setting forth in detail the specify respects in which it believes Participant has willfully and not substantially performed his duties thereof and a reasonable opportunity (to be not less than 30 days) to cure the same. For such purpose, a termination by the Company without Cause includes a termination of employment by Participant within 30 days following any of the following events: (x) the assignment of any duties to Participant inconsistent with, or reflecting a materially adverse change in, Participant's position, duties or responsibilities with the Company (or any successor) without Participant's concurrence; or (y) the relocation of the Company's principal executive offices, or relocating Participant's principal place of business, in excess of fifty (50) miles from the company's current executive offices located in Santa Clara, California. For purposes of the vesting acceleration provisions of paragraph (b), the term "Sale of the Company" means (i) the sale or other disposition of all or substantially all of the assets of the Company, an IPO or (ii) five (5) years from the acquisition date such Option is granted; provided that any Option granted to a resident of California who is not an officer or director of the Company by another entity by means shall become exercisable at the rate of consolidation, corporate reorganization or merger, or other transaction or series of related transactions in which more no less than fifty twenty percent (5020%) of per year over five (5) years from the outstanding voting power of the Company date such Option is transferredgranted.