Common use of Option Exercise Period Clause in Contracts

Option Exercise Period. In addition to the Separation Benefit, described above in Section 3 and as further consideration for the Releases granted herein, JANICIK shall be permitted to extend the expiration date on options for 77,494 shares (the "Extended Options") from ninety (90) days after Termination Date to the earlier of (i) eighteen (18) months from his resignation as a consultant to EMPLOYER, or (ii) the original expiration date of the option (the "Extended Expiration Date"), subject to Board approval and contingent upon EMPLOYER being awarded Task Order #2 for the MDA project. Notwithstanding the foregoing, if EMPLOYER is not awarded Task Order #2 for the MDA project through no fault of JANICIK, i.e., JANICIK used his best efforts to assist EMPLOYER in obtaining Task Order #2, EMPLOYER shall extend the expiration date on options for 77,494 shares from ninety (90) days after Termination Date to the earlier of (i) sixty (60) days from notification by MDA to EMPLOYER that Task Order #2 will not be awarded, or (ii) the original expiration date of the option. Any portion of the Extended Options not purchased at the Extended Expiration Date will be forfeited. All other options held by JANICIK as of June 18, 2004 shall cease to vest as of that date. JANICIK understands and acknowledges that the Extended Options will no longer be eligible for preferential tax treatment as Incentive Stock Options (ISOs) under Section 422 of the Internal Revenue Code of 1986, as amended, with respect to any exercise occurring after the Resignation Date, and he will be taxed upon exercise of the Extended Options after such date as though they had been issued as Non-Qualified Stock Options (NQLs).

Option Exercise Period. In addition This option may not be exercised prior to the Separation Benefit, described above in Section 3 and as further consideration for the Releases granted herein, JANICIK shall be permitted to extend the expiration date on options for 77,494 shares (the "Extended Options") from ninety (90) days after Termination Date to the earlier later of (i) eighteen (18) months from his resignation as a consultant to EMPLOYER, or vesting and (ii) the original expiration first date after , 20 on which the closing price of the option Common Stock on the New York Stock Exchange (“NYSE”) has equaled or exceeded for 30 consecutive trading days $ (the "Extended Expiration Date"“Trigger Price Requirement”). If there is any change in the number of outstanding shares of Common Stock through the declaration of stock dividends, stock splits or the like, the Trigger Price Requirement will be automatically adjusted. Upon the termination of your employment, any options that are not yet vested (after taking into account any accelerated vesting provided for in Section (3) of this Agreement) shall expire immediately. To the extent not exercised, vested options shall expire on , 20 , unless they expire sooner as provided below: (a) Vested options shall expire on , 20 , if the Trigger Price Requirement for the Common Stock has not been met by such date and the options have thereby not then become exercisable. (b) To the extent not previously exercised, vested options shall expire immediately upon the termination of your employment for cause. (c) To the extent not previously exercised and subject to Board approval and contingent upon EMPLOYER being awarded Task Order #2 for Section (a) above, vested options shall expire, in the MDA project. Notwithstanding event of the foregoingtermination of your employment as a result of your death or Permanent Disability, on the first anniversary of the termination of your employment or, if EMPLOYER is not awarded Task Order #2 for later, the MDA project through no fault first anniversary of JANICIK, i.e., JANICIK used his best efforts to assist EMPLOYER in obtaining Task Order #2, EMPLOYER shall extend the expiration date on which the Trigger Price Requirement is first met. (d) To the extent not previously exercised, vested options shall expire three months after the termination of your employment for 77,494 shares from ninety (90) days after Termination Date any reason other than the termination of your employment for cause or the termination of your employment as a result of your death or Permanent Disability. In the event of your death during the post-employment exercise period, the exercise period shall be extended to the earlier of (i) sixty (60) days from notification by MDA to EMPLOYER that Task Order #2 will not be awarded, or (ii) the original expiration date first anniversary of the option. Any portion termination of the Extended Options not purchased at the Extended Expiration Date will be forfeited. All other options held by JANICIK as of June 18, 2004 shall cease to vest as of that date. JANICIK understands and acknowledges that the Extended Options will no longer be eligible for preferential tax treatment as Incentive Stock Options (ISOs) under Section 422 of the Internal Revenue Code of 1986, as amended, with respect to any exercise occurring after the Resignation Date, and he will be taxed upon exercise of the Extended Options after such date as though they had been issued as Non-Qualified Stock Options (NQLs)your employment.

Option Exercise Period. In addition (a) Allergan shall have the right to exercise its Option with respect to any Collaboration Development Program at any time after the Separation Benefit, described above in Section 3 and Effective Date until as further consideration for the Releases granted herein, JANICIK shall be permitted to extend the expiration date on options for 77,494 shares follows (the "Extended Options") from ninety (90) days after Termination Date to the earlier of “Initial Option Period”): (i) eighteen if Editas delivers an Option Package for such Collaboration Development Program during the Research Term, the date that is [**] days after the ASC’s determination that the applicable Option Package satisfies the Option Package Criteria therefor; (18ii) months from his resignation as If Editas delivers an Option Package for such Collaboration Development Program during the Research Term but the ASC determines that such Option Package does not satisfy the Option Package Criteria and the Research Term has expired before Editas has updated and redelivered an Option Package which does meet the Option Package Criteria then: (1) if Editas has agreed to update and redeliver such Option Package after the Research Term, the date that is [**] days after the ASC’s determination that the updated Option Package for such Collaboration Development Program satisfies the Option Package Criteria, or (2) if Editas has not agreed to update and redeliver such Option Package after the Research Term, the date that is [**] days after the expiration of the Research Term; (iii) if Editas has not provided an Option Package prior to the end of the Research Term, the date that is [**] days after the expiration of the Research Term; provided that, this clause (iii) shall not apply to any Collaboration Development Program that is terminated (A) pursuant to Section 3.1.4(e), other than such Collaboration Development Program for which Allergan voted against such termination or (B) by the mutual agreement in writing of the Parties (the programs described in (A) and (B), the “Terminal Exercise Disqualification Programs”). If Allergan exercises an Option with respect to a consultant Collaboration Development Program prior to EMPLOYEREditas’ delivery of an Option Package therefor, or then Editas shall be deemed to have delivered an Option Package for such Collaboration Development Program for purposes of determining whether Editas has satisfied its obligation to deliver Option Packages for five (5) Collaboration Development Programs. (b) Allergan may extend the Initial Option Period with respect to any Collaboration Development Program by providing written notice to Editas (an “Extension Notice”) at any time prior to the expiration of such Initial Option Period. Upon receipt by Editas of Allergan’s written notice of its exercise of its extension rights pursuant to this Section 4.1.2(b), the Parties shall negotiate in good faith a mutually agreeable plan and budget for additional Development work necessary to advance such Collaboration Development Program: (i) to the commencement of the first GLP-Toxicology Study (the “Pre-GLP-Toxicology Development Plan”), if any, and (ii) through the completion of the first GLP-Toxicology and the completion of the first Phase 1 Clinical Trial (the “GLP-Toxicology and Phase 1 Development Plan”). After the Parties reach agreement on the Pre-GLP-Toxicology Development Plan, if any, and the GLP-Toxicology and Phase 1 Development Plan, Allergan shall pay to Editas the Option Extension Fee. Upon Allergan’s payment of the Option Extension Fee pursuant to this Section 4.1.2(b), the period in which Allergan may exercise its Option with respect to such Collaboration Development Program shall be extended until the earlier of: (i) the end of the Research Term and (ii) the original expiration date that is [**] days after the end of the option delivery of a Phase 1 Data Package (defined below) for the first Phase 1 Clinical Trial for a CDP Product for such Collaboration Development Program (the "“Extended Expiration Date"Option Period”) and thereafter: (i) Editas shall use Commercially Reasonable Efforts to complete the additional Development work set forth in the Pre-GLP-Toxicology Development Plan, if any, and shall solely bear the first [**] Dollars ($[**]) of Development Costs incurred by Editas in conducting such additional Development work (but in the event that Editas later exercises a Profit-Sharing Option as to such Collaboration Development Program, such amounts borne by Editas shall count as payments by Editas toward its Development Cost sharing obligations with respect to such Collaboration Development Program); (ii) Allergan shall reimburse Editas for any Development Costs incurred by Editas in the performance of such additional Development work set forth in the Pre-GLP-Toxicology Development Plan which are in excess of [**] Dollars ($[**]). Allergan shall reimburse Editas for such Development Costs within [**] days after Allergan’s receipt of each Editas invoice for such Development Costs (which invoice shall be provided [**]); (iii) Editas may at its option conduct the additional Development work set forth in the GLP-Toxicology and Phase 1 Development Plan, and, subject to Board approval clause (iv) below, Editas shall solely bear all Development Costs incurred by Editas in conducting such additional Development work in accordance with the GLP-Toxicology and contingent upon EMPLOYER being awarded Task Order #2 Phase 1 Development Plan through such time, if ever, as Allergan exercises its Option with respect to such Collaboration Development Program; and (iv) If Allergan exercises its Option with respect to a Collaboration Development Program, Allergan shall reimburse Editas for any Development Costs incurred by Editas in the MDA project. Notwithstanding performance of such additional Development work set forth in the GLP-Toxicology and Phase 1 Development Plan prior to such Option exercise concurrently with Allergan’s payment of the Option Exercise Fee therefor as set forth in Section 6.3. (v) Without limiting the generality of the foregoing, if EMPLOYER is not awarded Task Order #2 for the MDA project through no fault of JANICIK, i.e., JANICIK used his best efforts Editas shall provide to assist EMPLOYER in obtaining Task Order #2, EMPLOYER shall extend the expiration date on options for 77,494 shares from ninety (90) days after Termination Date to the earlier of (i) sixty (60) days from notification by MDA to EMPLOYER that Task Order #2 will not be awarded, or (ii) the original expiration date Allergan additional data generated as a result of the option. Any portion of activities set forth in the Extended Options not purchased at the Extended Expiration Date will be forfeited. All other options held by JANICIK as of June 18Pre-GLP-Toxicology Development Plan, 2004 shall cease to vest as of that date. JANICIK understands and acknowledges that the Extended Options will no longer be eligible if any, and, if Editas undertakes a GLP-Toxicology Study or a Phase 1 Clinical Trial for preferential tax treatment as Incentive Stock Options (ISOs) under Section 422 of the Internal Revenue Code of 1986, as amended, a CDP Product with respect to any exercise occurring such Collaboration Development Program, Editas shall provide Allergan with the data from such GLP-Toxicology Study or Phase 1 Clinical Trial reasonably promptly after the Resignation Dateconclusion thereof (the data from the Phase 1 Clinical Trial, and he will be taxed upon exercise of the “Phase 1 Data Package”). (c) The Initial Option Period or the Extended Options after such date Option Period, as though they had been issued applicable to a given Collaboration Development Program, together with any extensions pursuant to Section 4.1.5, is referred to herein as Non-Qualified Stock Options (NQLs)the “Option Period.”

Option Exercise Period. In addition to (i) As of the Separation BenefitDate, described above in Section 3 and as further consideration for the Releases granted herein, JANICIK shall be permitted each Stock Option Award Agreement set out on Exhibit A to extend the expiration date on options for 77,494 shares this Agreement (the "Extended “Exhibit A Options"”) from ninety (90is hereby amended by amending and restating the first sentence of Section 4(a) days thereof in its entirety to read as follows: “This Option may not be exercised after Termination Date to the earlier of (i) eighteen (18) months the expiration of seven years from his resignation as a consultant to EMPLOYER, the Grant Date or (ii) the original expiration date of 3 years from the “Separation Date” as defined in that certain Separation Agreement between the Company and Optionee dated April 30, 2012.” In addition, as of the option (Separation Date, each Exhibit A Option is hereby amended by amending and restating the "Extended Expiration Date")second sentence of Section 4(b) thereof in its entirety to read as follows: “If the employment or service of an Optionee shall terminate for any reason other than Cause, subject each outstanding Option held by the Optionee may be exercised, to Board approval and contingent upon EMPLOYER being awarded Task Order #2 for the MDA project. Notwithstanding the foregoingextent then vested, if EMPLOYER is not awarded Task Order #2 for the MDA project through no fault of JANICIK, i.e., JANICIK used his best efforts to assist EMPLOYER in obtaining Task Order #2, EMPLOYER shall extend the expiration date on options for 77,494 shares from ninety (90) days after Termination Date to until the earlier of (i) sixty (60) days the expiration of 3 years from notification by MDA to EMPLOYER that Task Order #2 will not be awarded, the date of such termination of employment or service or (ii) the original expiration date of the option. Any portion term of such Option.” (ii) As of the Extended Options not purchased at the Extended Expiration Date will be forfeited. All other options held by JANICIK as of June 18, 2004 shall cease to vest as of that date. JANICIK understands and acknowledges that the Extended Options will no longer be eligible for preferential tax treatment as Incentive Stock Options (ISOs) under Section 422 of the Internal Revenue Code of 1986, as amended, with respect to any exercise occurring after the Resignation Separation Date, each Amended and he will be taxed upon exercise of the Extended Options after such date as though they had been issued as Restated Non-Qualified Stock Options Option Agreement listed on Exhibit B to this Agreement (NQLs).the “Exhibit B Options”)is hereby amended by amending and restating paragraph 2(ii) thereof in its entirety to read as follows:

Option Exercise Period. Except as provided in Section 6, this Option is not exercisable until one year after the Option Date. This Option is exercisable in installments as follows; on October 1, 2005, 33,333 shares (“Installment 1”); on December 31, 2005, 33,333 shares (“Installment 2”), on December 31, 2005, 33,334 shares (“Installment 3”). In addition the event that Employee exercises Installment 2 prior to October 1, 2006 or Installment 3 prior to October 1, 2007, unless an installment would have otherwise become exercisable pursuant to the Separation Benefit, occurrence of an event described above in Section 6, Employee agrees that he shall not sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of any shares obtained upon exercise, until the shares have been released from the foregoing Resale Restrictions (hereinafter referred to as the “Resale Restrictions”). Shares obtained upon the exercise of Installment 2 shall be released from the Resale Restrictions on October 1, 2006 and shares obtained upon the exercise of Installment 3 shall be released on October 1, 2007. The Employee understands and agrees that CTS may cause the legend set forth below or a legend substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of shares that are subject to Resale Restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER AND THE HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. This Option and all rights hereunder shall expire on September 30, 2011. Payment for this Option must be made at the time of exercise and may be made in cash or in previously acquired CTS Common Stock, which has been held for at least six months, or a combination thereof. If payment is made in whole or part by previously acquired CTS Common Stock, then the value per share of such stock is the reported closing price per share of CTS Common Stock on the New York Stock Exchange on the date the Option is exercised or, if not reported on such date, the next preceding date for which such a closing price is reported. Payment may be made by surrender of shares or by attestation by submission of the prescribed Attestation Form. Subsequent to the use of previously owned shares of CTS Common Stock as further consideration for the Releases granted hereinexercise of all or a part of this Option, JANICIK shall the shares so utilized may not be permitted to extend the expiration date on options for 77,494 shares (the "Extended Options") from ninety (90) days after Termination Date to the earlier of (i) eighteen (18) months from his resignation as a consultant to EMPLOYER, or (ii) the original expiration date of the option (the "Extended Expiration Date"), subject to Board approval and contingent upon EMPLOYER being awarded Task Order #2 used again in payment for the MDA project. Notwithstanding the foregoing, if EMPLOYER is not awarded Task Order #2 for the MDA project through no fault of JANICIK, i.e., JANICIK used his best efforts to assist EMPLOYER in obtaining Task Order #2, EMPLOYER shall extend the expiration date on options for 77,494 shares from ninety (90) days after Termination Date to the earlier of (i) sixty (60) days from notification by MDA to EMPLOYER that Task Order #2 will not be awarded, or (ii) the original expiration date of the option. Any portion of the Extended Options not purchased at the Extended Expiration Date will be forfeited. All other options held by JANICIK as of June 18, 2004 shall cease to vest as of that date. JANICIK understands and acknowledges that the Extended Options will no longer be eligible for preferential tax treatment as Incentive Stock Options (ISOs) under Section 422 of the Internal Revenue Code of 1986, as amended, with respect to any exercise occurring after the Resignation Date, and he will be taxed upon exercise of the Extended Options after such date as though they had been issued as Non-Qualified Stock Options (NQLs)this Option or any other option for CTS stock for a period of one year.