Common use of Grant and Vesting Clause in Contracts

Grant and Vesting. (a) Pursuant to the Unanimous Consent of Directors of the Company dated August 26, 1997, the Company hereby grants to the Optionee an option (the "Option") to purchase up to 862,000 shares of the Company's common stock, $.00001 par value per share (the "Option Shares") at the price of $5.81 per share (the "Purchase Price" or "Exercise Price") representing the closing bid price on August 29, 1997. (b) This option shall vest and become exercisable with respect to 250,000 option shares on this grant date and the balance of 612,000 option shares vesting and becoming exercisable at the rate of 17,000 option shares on each full month anniversary of employment thereafter with all shares vesting and become exercisable on August 31, 2000. (c) Additionally 306,000 option shares (deducted from the farthest out months vesting) shall vest and become exercisable upon the achievement of a significant licensing agreement during Optionee's employment, as determined by the Board of Directors in its sole discretion. (d) Subject to the provisions hereof, immediately prior to the closing of a transaction as described in Section 5(b)(2) of the Optionee's Employment Agreement dated September 1, 1997 ("Corporate Transaction"), the exerciseability of each option granted to purchase shares of Common Stock that is outstanding immediately prior to the closing of such Corporate Transaction, will be automatically accelerated so that each such option will, immediately prior to the closing date for the Corporate Transaction, become fully exerciseable with respect to the total number of shares issuable upon exercise thereof and may be exercised prior to the closing of such Corporate Transaction for all or any portion of such shares. (e) This Option is granted separately at the discretion of the Board of Directors and is not an option pursuant to the 1992 option plans. Both the Purchase Price and the number of Option Shares purchasable may be adjusted pursuant to Paragraph 9 hereof.

Grant and Vesting. (a) Pursuant to the Unanimous Consent of Directors of the Company dated August 26July 15, 19971998, the Company hereby grants to the Optionee an option (the "Option") to purchase up to 862,000 240,000 shares of the Company's common stock, $.00001 par value per share (the "Option Shares") at the price of $5.81 8.50 per share (the "Purchase Price" or "Exercise Price") representing the closing bid price on August 29July 15, 19971998. (b) This option shall vest and become exercisable with respect to 250,000 option shares on this grant date and the balance of 612,000 option shares vesting and becoming exercisable at the rate of 17,000 7,500 option shares commencing at the end of the second full month of employment and on each full month anniversary of employment thereafter with all shares vesting and become exercisable on August 31or before April 30, 20002001. (c) Additionally 306,000 option shares (deducted from the farthest out months vesting) shall vest and become exercisable upon the achievement of a significant licensing agreement during Optionee's employment, as determined by the Board of Directors in its sole discretion. (d) Subject to the provisions hereof, immediately prior to the closing of a transaction as described in Section 5(b)(2) of the Optionee's Employment Agreement dated September 1, 1997 Corporate Transaction ("Corporate Transaction"), the exerciseability exercisability of each option granted to purchase shares of Common Stock that is outstanding immediately prior to the closing of such Corporate Transaction, will be automatically accelerated so that each such option will, immediately prior to the closing date for the Corporate Transaction, become fully exerciseable exercisable with respect to the total number of shares issuable upon exercise thereof and may be exercised prior to the closing of such Corporate Transaction for all or any portion of such shares. A Corporate Transaction or other qualifying event shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; or (ii) the Company sells, transfers or otherwise disposes of all or substantially all of the assets of the Company; or (iii) a merger or acquisition in which the Company is not the surviving entity (except for a merger into a wholly-owned subsidiary, and except for a transaction the sole purpose of which is to change domicile). (ed) This Option is granted separately at the discretion of the Board of Directors and is not an option pursuant to the 1992 Company's option plans. Both the Purchase Price and the number of Option Shares purchasable may be adjusted pursuant to Paragraph 9 hereof.