Common use of Special Acceleration of Option Clause in Contracts

Special Acceleration of Option. (a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same.. -------- (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, the exercisability of this option, to the extent outstanding at that such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for any or all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise exercisable at that the time exercisable of the Corporate Transaction (the excess of the Fair Market Value of those such Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same exercise schedule in effect for the option pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares shares at the time subject to this option and may be exercised for any or all of those Option Shares shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation company (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation company which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Noticethis Agreement. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation company (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this optionThe Option, to the extent outstanding at that the time of a Change in Control transaction but not otherwise fully exercisable, shall automatically accelerate so that this option Option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No Notwithstanding the foregoing, this Option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option Option is, in connection with the Change in Control, to be assumed by the successor corporation (or Parent thereof) or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control Control; or (ii) this option Option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option Option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option Option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent Parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option Option is assumed in connection with a Change in ControlControl (or otherwise continued in full force and effect), then this option Option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities or other property which would have been issuable to Optionee in consummation of such Change in Control had the option Option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement Notwithstanding the foregoing, immediately upon an Involuntary Termination of Optionee's Service within eighteen (18) months following a Change in Control transaction, the Option, to the extent outstanding at the time but not otherwise fully exercisable, shall not in automatically accelerate so that the Option shall become immediately exercisable for all the Option Shares at the time subject to the Option and may be exercised for any way affect or all of those Option Shares as fully vested shares. The Option as accelerated shall remain so exercisable until the right earlier of: (i) the Expiration Date; or (ii) the expiration of the Corporation one (1) year period measured from the date of the Optionee's Involuntary Termination. (e) This Option may also be subject to adjust, reclassify, reorganize or otherwise change its capital or business structure or acceleration in accordance with the terms of any special Addendum attached to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assetsthis Agreement.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, the exercisability of this option, to the extent outstanding at that such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for any or all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise exercisable at that the time exercisable of the Corporate Transaction (the excess of the Fair Market Value of those such Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same exercise schedule in effect for the option pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule for those Option Shares set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control or transaction, (ii) this option is to be replaced with an economically-equivalent substitute equity award or (iii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and concurrent payout of that spread in accordance with the same option exercise schedule Vesting Schedule for those Option Shares as set forth in attached Schedule I. Notwithstanding the Grant Noticeforegoing, no such cash retention program shall be established for this option (or any other option granted to Optionee under the Plan) to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Company’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) If this option is assumed or otherwise continued in effect in connection with a Change in Control or replaced with an economically-equivalent equity award or a cash retention program in accordance with Paragraph 6(a) above, then: (i) the option (or such economically equivalent award) shall vest and become immediately exercisable for all of the Option Shares or other securities at the time subject to the option (or such award) and may, within the applicable exercise period under Paragraph 5, be exercised for any or all of those Option Shares or other securities as fully vested shares or securities, or (ii) the balance credited to Optionee under any cash retention program established in accordance with Paragraph 6(a) shall immediately be paid to Optionee in a lump sum, subject to the Company’s collection of all applicable Withholding Taxes; if, within the period beginning with the execution date of the definitive agreement for the Change in Control transaction and ending with the earlier of (i) the termination of that definitive agreement without the consummation of such Change in Control or (ii) the expiration of the Applicable Acceleration Period following the consummation of such Change in Control, Optionee’s Continuous Service terminates due to an involuntary termination (other than for death or Permanent Disability) without Cause (or without a reason that is comparable to termination for Cause under employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any) or a voluntary termination by Optionee due to Constructive Termination. (e) This Agreement shall not in any way affect the right of the Corporation Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, not become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur on an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. However, if none of the foregoing conditions apply to this option at the time of Change in Control, then this option shall automatically accelerate so that such option shall, immediately prior to the effective date of that Change in Control, become exercisable for all the shares of Common Stock at the time subject to this option and may be exercised for any or all of those shares as fully vested shares of Common Stock. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent this option is assumed by the successor corporation (or parent thereof) in connection with the Change in Control or is otherwise expressly continued to continue in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or is otherwise to continue in full force and effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control transaction, the successor corporation may, in connection with the assumption or continuation of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control or transaction, (ii) this option is to be replaced with an economically-equivalent substitute equity award or (iii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and concurrent payout of that spread in accordance with the same option exercise schedule Vesting Schedule for those Option Shares as set forth in attached Schedule I. Notwithstanding the Grant Noticeforegoing, no such cash retention program shall be established for this option (or any other option granted to Optionee under the Plan) to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) If this option is assumed or otherwise continued in effect in connection with a Change in Control or replaced with an economically-equivalent equity award or a cash retention program in accordance with Paragraph 6(a) above, then: (i) the option (or such economically equivalent award) shall vest and become immediately exercisable for all of the Option Shares or other securities at the time subject to the option (or such award) and may, within the applicable exercise period under Paragraph 5, be exercised for any or all of those Option Shares or other securities as fully vested shares or securities, or (ii) the balance credited to Optionee under any cash retention program established in accordance with Paragraph 6(a) shall immediately be paid to Optionee in a lump sum, subject to the Corporation’s collection of all applicable Withholding Taxes; if, within the period beginning with the execution date of the definitive agreement for the Change in Control transaction and ending with the earlier of (i) the termination of that definitive agreement without the consummation of such Change in Control or (ii) the expiration of the Applicable Acceleration Period following the consummation of such Change in Control, Optionee’s Continuous Service terminates due to an involuntary termination (other than for death or Permanent Disability) without Cause or a voluntary termination by Optionee due to Constructive Termination. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Corporate Transaction, but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall NOT become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule for those Option Shares set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Class A Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Class A Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Class A Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, vest and become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall NOT vest or become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise exercise/vesting schedule for those Option Shares set forth in the Grant NoticeNotice or (iii) such accelerated vesting is otherwise precluded pursuant to the provisions of Paragraph 5(e). (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise exercise/vesting schedule for those Option Shares set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, the exercisability of this option, to the extent outstanding at that such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for any or all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise exercisable at that the time exercisable of the Corporate Transaction (the excess of the Fair Market Value of those such Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same exercise schedule in effect for the option pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) Upon an Involuntary Termination of Optionee's Service within eighteen (18) months following a Corporate Transaction in which this option is assumed or replaced, the exercisability of this option, to the extent outstanding at such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall immediately become fully exercisable for all the Option Shares at the time subject to this option as fully-vested shares of Common Stock and may be exercised for any or all of those shares at any time prior to the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No Subject to paragraph 7 hereof, no such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control, in which case it will be subject to paragraph 7 hereof. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control or transaction, (ii) this option is to be replaced with an economically-equivalent substitute award or (iii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and concurrent payout of that spread in accordance with the same option exercise schedule Vesting Schedule for those Option Shares as set forth in the Grant Notice.attached Schedule I. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) If this option is assumed or otherwise continued in effect in connection with a Change in Control or replaced with an economically-equivalent award or a cash retention program in accordance with Paragraph 6(a) above, then: (i) the option (or such economically equivalent award) shall vest and become immediately exercisable for all of the Option Shares or other securities at the time subject to the option (or such award) and may, within the applicable exercise period under Paragraph 5, be exercised for any or all of those Option Shares or other securities as fully vested shares or securities, or (ii) the balance credited to Optionee under any cash retention program established pursuant to Paragraph 6(a) shall immediately be paid to Optionee in a lump sum, subject to the Corporation’s collection of all applicable Withholding Taxes; if, within the period beginning with the execution date of the definitive agreement for the Change in Control transaction and ending with the earlier of (i) the termination of that definitive agreement without the consummation of such Change in Control or (ii) the expiration of the Applicable Acceleration Period following the consummation of such Change in Control, Optionee’s Continuous Service terminates due to an involuntary termination (other than for death or Permanent Disability) without Cause or a voluntary termination by Optionee due to Constructive Termination. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisableexercisable for all the Option Shares, shall automatically accelerate in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stockshares. No However, this option shall NOT become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, is assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to in the terms of the Change in Control Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise schedule installment Exercise Schedule applicable to those Option Shares as set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) Upon an Involuntary Termination of Optionee's Service within eighteen (18) months following (i) a Corporate Transaction in which this option is assumed or (ii) a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable for all the Option Shares, shall automatically accelerate in full so that this option shall become immediately exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares. The option shall remain exercisable for such vested Option Shares until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination, whereupon the option shall terminate and cease to be outstanding. (d) If this option is assumed in connection with a Corporate Transaction or otherwise continued in full force and effect following a Change in Control, then this option shall be appropriately adjusted, immediately after such Corporate Transaction or Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction or Change in Control had the option been exercised immediately prior to such Corporate Transaction or Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (de) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise schedule for those Option Shares set forth in the Grant NoticeParagraphs 4(a) and 4(b) of this Agreement. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the any Option Shares for which this the option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Compensation Committee, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. (e) This option may also become exercisable for one or more Option Shares on an accelerated basis pursuant to the provisions of the attached Special Addendum.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule for those Option Shares set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the -------- extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control or transaction, (ii) this option is to be replaced with an economically-equivalent substitute equity award or (iii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and concurrent payout of that spread in accordance with the same option exercise schedule Vesting Schedule for those Option Shares as set forth in attached Schedule I. Notwithstanding the Grant Noticeforegoing, no such cash retention program shall be established for this option (or any other option granted to Optionee under the Plan) to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Company’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) If this option is assumed or otherwise continued in effect in connection with a Change in Control or replaced with an economically-equivalent equity award or a cash retention program in accordance with Paragraph 6(a) above, then: (i) the option (or such economically equivalent award) shall vest and become immediately exercisable for all of the Option Shares or other securities at the time subject to the option (or such award) and may, within the applicable exercise period under Paragraph 5, be exercised for any or all of those Option Shares or other securities as fully vested shares or securities, or (ii) the balance credited to Optionee under any cash retention program established in accordance with Paragraph 6(a) shall immediately be paid to Optionee in a lump sum, subject to the Company’s collection of all applicable Withholding Taxes; if, within the period beginning with the execution date of the definitive agreement for the Change in Control transaction and ending with the earlier of (i) the termination of that definitive agreement without the consummation of such Change in Control or (ii) the expiration of the Applicable Acceleration Period following the consummation of such Change in Control, Optionee’s Continuous Service terminates due to an involuntary termination (other than for death or Permanent Disability) without Cause (or without a reason that is comparable to termination for Cause under employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any) or a voluntary termination by Optionee due to Constructive Termination. For the avoidance of doubt, such accelerated vesting is provided in addition to and not in lieu of the accelerated vesting set forth in Paragraph 5(b) (i.e., if Optionee is terminated without Cause or for Good Reason prior to the two year anniversary of the Start Date but after the Applicable Acceleration Period, then Optionee shall receive the greater acceleration benefit set forth in Paragraph 5(b)). (e) This Agreement shall not in any way affect the right of the Corporation Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. Except as otherwise expressly provided in a Participant’s employment or other applicable agreement, which shall supersede the provisions of this Paragraph 6 solely to the extent that the rights and privileges under such agreement, as determined by the Committee, in its discretion, are not reasonably likely to significantly diminish the rights and benefits that would otherwise be provided under this paragraph 6: (a) In the event of a Change in Control, vesting under this option, to the extent outstanding at that time but not otherwise fully exercisable, option shall automatically accelerate so that this option shallthat, immediately prior to the effective date of the Change in Control, but subject to the occurrence of the Change in Control, this option shall become exercisable for all with respect to the total number of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common StockShares. No such acceleration of However, vesting under this option, however, option shall occur not so accelerate if and to the extent: (i) this option is, in connection with the Change in Control, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof), or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on any unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Option Price payable for such sharesOption Shares) and provides for subsequent pay-out in accordance with the same option exercise vesting schedule set forth in the Grant Notice. Notice of Grant. The determination of comparability under clause (bi) Immediately following above shall be made by the consummation Committee, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing, the Committee shall have the discretion, exercisable at any time during the option term, to provide for the automatic acceleration of all or a portion of this option upon the occurrence of a Change in Control, whether or not this option shall terminate and cease is to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued replaced in full force and effect pursuant to the terms of the Change in Control. (cb) If this option is assumed in connection with Upon the occurrence of the termination of Participant's Service by reason of an Involuntary Termination (as defined below) within eighteen (18) months following the effective date of a Change in Control, then vesting under this option shall be appropriately adjusted, immediately after such Change in Control, to apply accelerate automatically and this option shall become exercisable with respect to the total number of Option Shares at the time subject to this option and class shall remain exercisable until the earlier of securities (i) one year after the effective date of the Involuntary Termination, or (ii) the Expiration Date. Involuntary Termination shall mean the termination of the Service of any individual which would have been issuable occurs by reason of: (i) such individual’s involuntary dismissal or discharge by the Company for reasons other than Cause, or (ii) such individual’s voluntary resignation following (A) a change in his or her position with the Company (or Subsidiary employing such individual) which materially reduces such individual’s duties and responsibilities or the level of management to Optionee which such individual reports, (B) a reduction in consummation such individual’s level of compensation (including base salary, fringe benefits and target bonus under any corporate performance-based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such Change in Control had individual’s place of employment by more than fifty (50) miles, and farther from the option been exercised immediately Participant’s residence than prior to the relocation; provided and only if such Change change, reduction or relocation is effected by the Company without such individual’s consent; provided that such voluntary resignation shall not be an Involuntary Termination unless the Participant gives the Company written notice of the Participant’s intent to resign as a result of the existence of a specified condition described in Control(A), (B) or (C) within 90 days of the initial existence of such condition, provides the Company 30 days to cure such condition, and appropriate adjustments shall also be made to actually resigns no more than 10 days after the Exercise Price, provided lapse of such 30-day cure period if the aggregate Exercise Price shall remain the samecondition is not cured. (dc) This Award Agreement shall not in any way affect the right of the Corporation Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise schedule Exercise Schedule for those Option Shares as set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, vest and become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not vest or become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise exercise/vesting schedule for those Option Shares set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. (e) Except as provided in this Section 6 above, this option shall not accelerate pursuant to the terms of any change-in-control agreement or employment agreement between the Corporation and Optionee existing as of the date hereof as a result of the consummation of the proposed merger of the Corporation and Symantec Corporation pursuant to that certain Agreement and Plan of Reorganization dated December 15, 2004. The foregoing shall not affect in any manner the rights of Optionee under any change-in-control or employment agreement between Optionee and Symantec Corporation.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Corporate Transaction, but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Class A Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same.. -------- (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of Should a Change in Control, Control occur during Optionee’s period of Service but at a time when this option, to the extent outstanding at that time but option is not otherwise fully vested and exercisable, then this option shall automatically accelerate so that this option shall, immediately prior to the effective date of the that Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Class A Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Class A Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Class A Common Stock receive cash consideration for their Class A Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Class A Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out vesting and payout of that spread, over Optionee’s period of continued Service, at the same time or times as this option would have vested and become exercisable for those Option Shares in accordance with the same option exercise schedule Exercise Schedule set forth in the Grant Notice. Notwithstanding the foregoing, no such cash retention program shall be established for this option (or any other option granted to Optionee under the Plan) to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Plan Administrator’s approval prior to the Change in Control, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) Immediately upon an Involuntary Termination of Optionee’s Service as an Employee within twenty-four (24) months following a Change in Control in which this option is assumed or otherwise continued in effect, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that this option shall become immediately exercisable for all the Option Shares at the time subject to the option and may be exercised for any or all of those Option Shares as fully vested shares. Should this option be replaced with a cash retention program in accordance with Paragraph 6(a), then the balance credited to Optionee under that program at the time of such Involuntary Termination shall vest and be immediately paid to Optionee in a lump sum, subject to the Corporation’s collection of all applicable withholding taxes; provided, however, that Optionee shall be entitled to such payment only if the Optionee’s Involuntary Termination occurs within twenty-four (24) months following the Change in Control. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise schedule Exercise Schedule for those Option Shares as set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction, but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and concurrent payout of that spread, over Optionee’s period of continued Service, at the same time or times as this option would have vested and become exercisable for those Option Shares in accordance with the same option exercise schedule Exercise Schedule set forth in the Grant Notice. Notwithstanding the foregoing, no such cash retention program shall be established for this option (or any other option granted to Optionee under the Plan) to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Plan Administrator’s approval prior to the Change in Control, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) Immediately upon an Involuntary Termination of Optionee’s Service as an Employee within twenty-four (24) months following a Change in Control in which this option is assumed or otherwise continued in effect, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that this option shall become immediately exercisable for all the Option Shares at the time subject to the option and may be exercised for any or all of those Option Shares as fully vested shares. Should this option be replaced with a cash retention program in accordance with Paragraph 6(a), then the balance credited to Optionee under that program at the time of such Involuntary Termination shall vest and be immediately paid to Optionee in a lump sum, subject to the Corporation’s collection of all applicable withholding taxes; provided, however, that Optionee shall be entitled to such payment only if the Optionee’s Involuntary Termination occurs within twenty-four (24) months following the Change in Control. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, the exercisability of this option, to the extent outstanding at that such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for any or all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise exercisable at that the time exercisable of the Corporate Transaction (the excess of the Fair Market Value of those such Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same exercise schedule in effect for the option pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not Upon an Involuntary Termination of Optionee's Service within eighteen (18) months following a Corporate Transaction in any way affect which this option is assumed or replaced, the right exercisability of this option, to the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.extent outstanding at such time but not

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Change in Control transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl (or otherwise continued in full force and effect), then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities or other property which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) This option may also be subject to acceleration in accordance with the terms of any special Addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, with the Plan Administrator's consent prior to the consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. (d) This option shall continue, over Optionee's period of Service following a Corporate Transaction in which this option is assumed, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of this Agreement and the Grant Notice. However, immediately upon an Involuntary Termination of Optionee's Service within twelve (12) months following the effective date of that Corporate Transaction, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate as to a part of the Option Shares so that the total number of Option Shares for which this option shall be exercisable, after taking such acceleration into account, shall be equal to the greater of (i) the number of Option Shares which Optionee could have, in accordance with the normal Exercise Schedule (after taking into account any prior exercises), exercised this option at the time of such Involuntary Termination had Optionee completed twice the amount of Service actually completed by him or her at the time of such Involuntary Termination (but in no event shall the number of Option Shares for which this option becomes exercisable on such an accelerated basis exceed the number of Option Shares for which this option would not have otherwise been exercisable at the time of such Involuntary Termination in accordance with the normal Exercise Schedule) or (ii) the number of Option Shares for which the Option would have become exercisable under the normal Exercise Schedule had the Optionee actually completed twelve (12) months of Service prior to his or her Involuntary Termination. (e) This option shall not accelerate upon the occurrence of a Change in Control, and this option shall accordingly, over Optionee's period of Service following such Change in Control, continue to become exercisable for the Option Shares in one or more installments in accordance with the provisions of this Agreement and the Grant Notice. However, immediately upon an Involuntary Termination of Optionee's Service within twelve (12) months following that Change in Control, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate as to a part of the Option Shares so that the total number of Option Shares for which this option shall be exercisable, after taking such acceleration into account, shall be equal to the greater of (i) the number of Option Shares which Optionee could have, in accordance with the normal Exercise Schedule (after taking into account any prior exercises), exercised this option at the time of such Involuntary Termination had Optionee completed twice the amount of Service actually completed by him or her at the time of such Involuntary Termination (but in no event shall the number of Option Shares for which this option becomes exercisable on such an accelerated basis exceed the number of Option Shares for which this option would not have otherwise been exercisable at the time of such Involuntary Termination in accordance with the normal Exercise Schedule) or (ii) the number of Option Shares for which the Option would have become exercisable under the normal Exercise Schedule had the Optionee actually completed twelve (12) months of Service prior to his or her Involuntary Termination. (f) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, NOT become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur on an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and payout of that spread in accordance with the same option exercise exercise/vesting schedule set forth in the Grant NoticeNotice and the special acceleration provisions of Paragraphs 5(b) and 5(c) of this Agreement. However, if none of the foregoing conditions apply to this option at the time of Change in Control, then this option shall automatically accelerate so that such option shall, immediately prior to the effective date of that Change in Control, become exercisable for all the shares of Common Stock at the time subject to this option and may be exercised for any or all of those shares as fully vested shares of Common Stock. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent this option is assumed by the successor corporation (or parent thereof) in connection with the Change in Control or is otherwise expressly continued to continue in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or is otherwise to continue in full force and effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control transaction, the successor corporation may, in connection with the assumption or continuation of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction, provided the substituted common stock is readily tradable on an established United States securities exchange. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall NOT become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise exercise/vesting schedule for those Option Shares set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall NOT become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule for those Option Shares set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, this option, to the extent outstanding at that time time, but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) This option may also become exercisable on an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule for those Option Shares set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and concurrent payout of that spread, over Optionee’s period of continued Service, at the same time or times as this option would have vested and become exercisable for those Option Shares in accordance with the same option exercise schedule Exercise Schedule set forth in the Grant Notice. Notwithstanding the foregoing, no such cash retention program shall be established for this option (or any other option granted to Optionee under the Plan) to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Plan Administrator’s approval prior to the Change in Control, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) Immediately upon an Involuntary Termination of Optionee’s Service as an Employee within twelve (12) months following a Change in Control in which this option is assumed or otherwise continued in effect, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that this option shall become immediately exercisable for all the Option Shares at the time subject to the option and may be exercised for any or all of those Option Shares as fully vested shares. Should this option be replaced with a cash retention program in accordance with Paragraph 6(a), then the balance credited to Optionee under that program at the time of such Involuntary Termination shall vest and be immediately paid to Optionee in a lump sum, subject to the Corporation’s collection of all applicable withholding taxes; provided, however, that Optionee shall be entitled to such payment only if the Optionee’s Involuntary Termination occurs within twelve (12) months following the Change in Control. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In This option, to the event extent outstanding at the time of a Change Corporate Transaction but not otherwise fully exercisable, shall be subject to the following provisions: (i) Service for at least One (1) Year. If Optionee has been in ControlService for at least one (1) year prior to the effective date of the Corporate Transaction, then this option, to the extent outstanding at that time but not otherwise fully exercisableexercisable at the time of such Corporate Transaction, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (ii) Service for less than One (1) Year. If Optionee has been in Service for less than one (1) year prior to the effective date of the Corporate Transaction, then no acceleration of this option shall occur in connection with such Corporate Transaction and, to the extent not previously exercised, this option shall terminate and cease to be outstanding on the effective date of such Corporate Transaction, except to the extent this option is either (i) assumed by the successor corporation (or parent thereof) or replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof), or (ii) replaced with a cash incentive program of the successor corporation with preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to those option shares. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same.. -------- (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this optionThe Option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option the Option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option the Option and may be exercised for any or all of those Option Shares as fully-vested shares of Common StockShares. No such acceleration of this optionthe Option, however, shall occur if and to the extent: (i) this option the Option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation Company (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor Company (or parent thereof) or (ii) this option the Option is to be replaced with a cash incentive program of the successor corporation Company which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant NoticeAgreement. The determination of option comparability under Paragraph (i) shall be made by the Option Administrator, and such determination shall be final, binding and conclusive. In the event that the Option is assumed or replaced in accordance with this Paragraph, all rights of the Option Holder in respect of Shares cease. (b) Immediately Two weeks following the consummation of Corporate Transaction, the Change in Control, this option Option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation Company (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option the Option is assumed in connection with a Change in ControlCorporate Transaction, then this option the Option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee the Option Holder in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option, to the extent outstanding at the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that the Option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to the Option and may be exercised for any or all of those Option Shares as fully-vested Shares. The Option shall remain so exercisable until the Expiration Date or sooner termination of the option term. (e) This Agreement shall not in any way affect the right of the Corporation Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this a. This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall NOT become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule for those Option Shares set forth in the Grant Notice. (b) b. Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) c. If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. (d) d. This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, not become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur on an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant NoticeCertificate. However, if none of the foregoing conditions apply, an outstanding option shall automatically accelerate so that each such option shall, immediately prior to the effective date of the Change in Control, become exercisable for all the shares of Common Stock at the time subject to that option and may be exercised for any or all of those shares as fully vested shares of Common Stock. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent this option is assumed by the successor corporation (or parent Parent thereof) in connection with the Change in Control or is otherwise expressly continued to continue in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or is otherwise to continue in full force and effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate -------- Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Controlany Corporate Transaction, the Option Shares at the time subject to this option, to the extent outstanding at that time option but not otherwise fully exercisable, vested shall automatically accelerate vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option as fully-vested shares and may be exercised for any or all of those vested Option Shares. However, the Option Shares as fully-vested shares of Common Stock. No shall NOT vest on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, is assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant in the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise schedule Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) Upon an Involuntary Termination of Optionee's Service within eighteen (18) months following a Corporate Transaction in which this option is assumed and the repurchase rights for the unvested Option Shares are assigned, all the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full and the repurchase rights shall immediately lapse so that this option shall immediately become exercisable for all of the Option Shares as fully-vested shares and may be exercised for any or all of those vested Option Shares. The option shall remain exercisable for such vested Option Shares until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination, whereupon the option shall terminate and cease to be outstanding. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this the option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: extent (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Option Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this optionThe Option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option the Option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option the Option and may be exercised for any or all of those Option Shares as fully-vested shares of Common StockShares. No such acceleration of this optionthe Option, however, shall occur if and to the extent: (i) this option the Option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation Company (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor Company (or parent thereof) or (ii) this option the Option is to be replaced with a cash incentive program of the successor corporation Company which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant NoticeAgreement. The determination of option comparability under Paragraph (i) shall be made by the Option Administrator, and such determination shall be final, binding and conclusive. In the event that the Option is assumed or replaced in accordance with this Paragraph, all rights of the Option Holder in respect of Shares cease. (b) Immediately Two weeks following the consummation of Corporate Transaction, the Change in Control, this option Option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation Company (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option the Option is assumed in connection with a Change in ControlCorporate Transaction, then this option the Option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee the Option Holder in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) The Option, to the extent outstanding at the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that the Option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to the Option and may be exercised for any or all of those Option Shares as fully-vested Shares. The Option shall remain so exercisable until the Expiration Date or sooner termination of the option term. (e) If, within 12 months of the Vesting Commencement Date, the Option Holder ceases to remain in Service by reason of termination of his or her employment without cause, or constructive termination of his or her employment, either by means of a reduction in his or her base salary or by means of him or her being required without his or her written consent to work more than 50 miles from the location designated in his or her employment contract, the Option shall automatically accelerate in respect of 25% of the Shares comprised in it only, so that the Option shall, immediately prior to the effective date of such termination, become exercisable for 25% of the Option Shares and may be exercised for any or all of such Shares as fully-vested Shares. (f) This Agreement shall not in any way affect the right of the Corporation Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, not become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur on an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. However, if none of the foregoing conditions apply, an outstanding option shall automatically accelerate so that each such option shall, immediately prior to the effective date of the Change in Control, become exercisable for all the shares of Common Stock at the time subject to that option and may be exercised for any or all of those shares as fully vested shares of Common Stock. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent this option is assumed by the successor corporation (or parent Parent thereof) in connection with the Change in Control or is otherwise expressly continued to continue in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or is otherwise to continue in full force and effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise schedule (or more favorable) Exercise Schedule for those Option Shares as set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Plan Administrator's approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) Immediately upon an Involuntary Termination of Optionee's Service within twelve (12) months following a Change in Control in which this option is assumed or otherwise continued in effect, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate as to a part of the Option Shares so that the total number of Option Shares for which this option shall be exercisable, after taking such acceleration into account, shall be equal to the greater of (i) the number of Option Shares for which this option would have otherwise, in accordance with the normal Exercise Schedule, been exercisable at the time of such Involuntary Termination had Optionee completed twice the amount of Service actually completed by him or her at the time of such Involuntary Termination (but in no event shall the number of Option Shares for which this option becomes exercisable on such an accelerated basis exceed the number of Option Shares for which this option is not otherwise exercisable at the time of such Involuntary Termination in accordance with the normal Exercise Schedule) or (ii) the number of Option Shares for which the Option would otherwise be exercisable at such time under the normal Exercise Schedule had Optionee actually completed twelve (12) months of Service prior to his or her Involuntary Termination. The balance credited to any cash retention program maintained for Optionee pursuant to Paragraph 6(a) at the time of his or her Involuntary Termination within twelve (12) months following a Change in Control shall also vest and become immediately payable on a partially-accelerated basis in accordance with the same vesting-acceleration formula set forth above for the Option Shares. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In Upon the event occurrence of a Change in ControlCorporate Transaction, the exercisability of this optionoption shall, to the extent it is at such time outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this such option shall, immediately prior to the specified effective date of for the Change in ControlCorporate Transaction, become fully exercisable for all of the Option Shares at the time subject to this option and may be exercised for all or any or all portion of those Option Shares as fully-vested shares of Common Stocksuch shares. No such acceleration of this This option, howeverto the extent not previously exercised, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following terminate upon the consummation of the Change in Control, this option shall terminate Corporate Transaction and cease to be outstanding, outstanding except to the extent assumed by the successor corporation (or parent thereof) its parent. If one or otherwise expressly continued in full force and effect pursuant more options, warrants or other rights to the terms acquire equity securities of the Change in Control. (c) If this option is Corporation or if any shares of Preferred Stock or other convertible securities of the Corporation are assumed in connection with a Change in Controlthe Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to not terminate upon the number and class of securities which would have been issuable to Optionee in consummation of such Change the Corporate Transaction, but shall be assumed by the successor corporation or its parent. In the event of a Corporate Transaction, the Corporation shall provide Optionee with at least twenty (20) days advance written notice of the occurrence of a Corporate Transaction describing the same in Control had reasonable detail and specifying whether or not the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also will be made to the Exercise Price, provided the aggregate Exercise Price shall remain the sameassumed. (db) In the event that ▇▇▇▇ ▇▇▇▇▇ should cease to provide Services to the Corporation for any reason, then the exercisability of this option shall, to the extent it is at such time outstanding but not otherwise fully exercisable, automatically accelerate so that such option shall, on Gross's last day of providing Services to the Corporation, become fully exercisable for all of the Option Shares and may be exercised thereafter during the term hereof, for all or any portion of such shares. (c) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in of Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in of Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in of Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in of Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in of Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in of Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in of Control. (c) If this option is assumed in connection with a Change in of Control, then this option shall be appropriately adjusted, immediately after such Change in of Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in of Control had the option been exercised immediately prior to such Change in of Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out vesting and payout of that spread, over Optionee’s period of continued Service, at the same time or times as this option would have vested and become exercisable for those Option Shares in accordance with the same option exercise schedule Exercise Schedule set forth in the Grant Notice. Notwithstanding the foregoing, no such cash retention program shall be established for this option (or any other option granted to Optionee under the Plan) to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Plan Administrator’s approval prior to the Change in Control, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) Immediately upon an Involuntary Termination of Optionee’s Service as an Employee within twelve (12) months following a Change in Control in which this option is assumed or otherwise continued in effect, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that this option shall become immediately exercisable for all the Option Shares at the time subject to the option and may be exercised for any or all of those Option Shares as fully vested shares. Should this option be replaced with a cash retention program in accordance with Paragraph 6(a), then the balance credited to Optionee under that program at the time of his or her Involuntary Termination shall vest and be immediately be paid to Optionee in a lump sum, subject to the Corporation’s collection of all applicable withholding taxes; provided, however, that Optionee shall be entitled to such payment only if the Optionee’s Involuntary Termination occurs within twelve (12) months following the Change in Control. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Change in Control transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl (or otherwise continued in full force and effect), then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities or other property which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. -------- (d) This option may also be subject to acceleration in accordance with the terms of any special Addendum attached to this Agreement. (de) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise exercisable at that the time exercisable of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same exercise schedule in effect for the option pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Compensation Committee of the Board of Directors and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) Should there occur an Involuntary Termination of Optionee's Service within eighteen (18) months following a Corporate Transaction in which this option is assumed or replaced, then this option, to the extent outstanding at such time but not otherwise exercisable, shall automatically accelerate so that this option shall immediately become exercisable for all the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares. The option shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the effective date of such Involuntary Termination. (e) Upon an Involuntary Termination of Optionee's Service within eighteen (18) months following a Change in Control, this option, to the extent outstanding at such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall immediately become exercisable for all the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares. The option shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination. (f) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation company (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation company which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, acting reasonably and consistent with normal commercial practices, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation company (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) If this option is assumed in connection with a Corporate Transaction, or if a Change in Control occurs and, in either case, the Optionee’s employment is terminated on the date of or within eighteen (18) months following the date of such Corporate Transaction or Change in Control (i) by the Company (or its successor) without Cause, or (ii) by Optionee for Good Reason, then this option (or any replacement grant) shall immediately vest and become exercisable as to all Option Shares, and shall remain so exercisable until the earlier of (i) the Expiration Date, or (ii) one year from the date of such termination of employment. (e) This Agreement shall not in any way affect the right of the Corporation Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control or transaction, (ii) this option is to be replaced with an economically-equivalent substitute equity award or (iii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and concurrent payout of that spread in accordance with the same option exercise schedule Exercise Schedule for those Option Shares set forth in the Grant Notice. Notwithstanding the foregoing, no such cash retention program shall be established for this option to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Plan Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule for those shares set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same.. -------- (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Change in Control, but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and payout of that spread, over Optionee’s period of continued Service, at the same time or times as this option would have vested and become exercisable for those Option Shares in accordance with the same option exercise schedule Vesting Schedule set forth in the Grant Notice.. 1-PA/3708142.1 (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This option, to the extent outstanding at the time of a Qualifying Termination but not otherwise fully exercisable, shall automatically accelerate so that this option shall become immediately exercisable for all the Option Shares at the time subject to the option and may be exercised for any or all of those Option Shares as fully vested shares. The option shall remain so exercisable until the expiration or sooner termination of the Option Term. Should this option be replaced with a cash retention program in accordance with Paragraph 6(a), then the balance credited to Optionee under that program at the time of his or her Qualifying Termination shall vest and be immediately paid to Optionee in a lump sum, subject to the Corporation’s collection of all applicable withholding taxes. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.. 1-PA/3708142.1

Special Acceleration of Option. (a) In the event of a Change in Control, this optionEach Substitute Option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisableexercisable for all the Option Shares, shall automatically accelerate so that this option such Substitute Option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option that Substitute Option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, no Substitute Option shall become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, that Substitute Option is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option that Substitute Option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option that Substitute Option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and concurrent payout of that spread, over Optionee’s period of continued Service, at the same time or times as that Substitute Option would have vested and become exercisable for those Option Shares in accordance with the same option exercise schedule Exercise Schedule set forth for that Substitute Option in attached Schedule A. Notwithstanding the Grant Noticeforegoing, no such cash retention program shall be established for any Substitute Option (or any other option granted to Optionee under the Plan) to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. (b) Immediately following the consummation of the Change in Control, this option each Substitute Option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is one or more Substitute Options are assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option each such assumed Substitute Option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to that Substitute Option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise PricePrice specified for that Substitute Option in attached Schedule A, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of one or more Substitute Options but subject to the Plan Administrator’s approval prior to the Change in Control, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) Immediately upon an Involuntary Termination of Optionee’s Service as an Employee within twenty-four (24) months following a Change in Control in which one or more Substitute Options are assumed or otherwise continued in effect, those Substitute Options, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that each of those Substitute Options shall become immediately exercisable for all the Option Shares at the time subject to each such Substitute Option and may be exercised for any or all of those Option Shares as fully vested shares. Should any Substitute Option be replaced with a cash retention program in accordance with Paragraph 6(a), then the balance credited to Optionee under that program at the time of such Involuntary Termination shall vest and be immediately paid to Optionee in a lump sum, subject to the Corporation’s collection of all applicable withholding taxes; provided, however, that Optionee shall be entitled to such payment only if the Optionee’s Involuntary Termination occurs within twenty-four (24) months following the Change in Control. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, not become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur on an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise schedule set forth in the Grant Notice. However, if none of the foregoing conditions apply, this option shall automatically accelerate and shall, immediately prior to the effective date of the Change in Control, become exercisable for all the Option shares and may be exercised for any or all of those shares as fully vested shares of Common Stock. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent this option is assumed by the successor corporation (or parent thereof) in connection with the Change in Control or is otherwise expressly continued to continue in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or is otherwise to continue in full force and effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, this option, to the extent outstanding at that the time of such transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the specified effective date of for the Change in ControlCorporate Transaction, become fully exercisable for all of the Option Shares shares of Common Stock at the time subject to this option and may be exercised for all or any or all portion of those Option Shares shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those the Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in effect for the Grant Noticeoption pursuant to the Exercise Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in Control, this This option shall terminate and cease to be outstandingoutstanding immediately upon the consummation of such Corporate Transaction, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued thereof in full force and effect pursuant to connection with such Corporate Transaction. To the terms of the Change in Control. (c) If extent this option is assumed in connection with a Change in ControlCorporate Transaction, then this option appropriate adjustments shall be appropriately adjustedmade, immediately after such Change in ControlCorporate Transaction, to so that the option shall apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (dc) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. Except as otherwise expressly provided in a Participant’s employment or other applicable agreement, which shall supersede the provisions of this Paragraph 6 solely to the extent that the rights and privileges under such agreement, as determined by the Committee, in its discretion, are not reasonably likely to significantly diminish the rights and benefits that would otherwise be provided under this paragraph 6: (a) In the event of a Change in ControlCorporate Transaction, vesting under this option, to the extent outstanding at that time but not otherwise fully exercisable, option shall automatically accelerate so that this option shallthat, immediately prior to the effective date of the Change in ControlCorporate Transaction, this option shall become exercisable for all with respect to the total number of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common StockShares. No such acceleration of [However, vesting under this option, however, option shall occur not so accelerate if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof), or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on any unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such sharesOption Shares) and provides for subsequent pay-out in accordance with the same option exercise vesting schedule set forth in the Grant NoticeNotice of Award. The determination of comparability under clause (i) above shall be made by the Committee, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing, the Committee shall have the discretion, exercisable at any time during the term of this Award Agreement, to provide for the automatic acceleration of all or a portion of this option upon the occurrence of a Corporate Transaction, whether or not this option is to be assumed or replaced in the Corporate Transaction.] (b) Immediately In the event Participant's Service is terminated by reason of an Involuntary Termination within eighteen (18) months following the consummation effective date of the Change any Corporate Transaction in Controlwhich this option is assumed or replaced and does not otherwise accelerate, vesting under this option shall terminate accelerate automatically and cease to be outstanding, except to this option shall remain exercisable until the extent assumed by earlier of (i) the successor corporation Expiration Date or (or parent thereofii) or otherwise expressly continued in full force and effect pursuant to the terms expiration of a one (1)−year period measured from the effective date of the Change in ControlInvoluntary Termination. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee Participant in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise PricePrice per Share, provided the aggregate Exercise Price shall remain the same. (d) Upon the occurrence of [ a Change in Control or ] [the termination of Participant's Service by reason of an Involuntary Termination within eighteen (18) months following the effective date of a Change in Control], vesting under this option shall accelerate automatically and this option shall become exercisable with respect to the total number of Shares at the time subject to this option and shall remain exercisable until the earlier of (i) the Expiration Date or (ii) if applicable, the expiration of the a (1)−year period measured from the effective date of the Involuntary Termination. (e) This Award Agreement shall not in any way affect the right of the Corporation Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) If this option is assumed by the successor entity (or its parent company), then immediately upon an Involuntary Termination of Optionee's Service within eighteen (18) months following such Corporate Transaction, this option (or any replacement grant), to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that this option shall become immediately exercisable for all the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. This option shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the date of such Involuntary Termination. (e) Immediately upon an Involuntary Termination of Optionee's Service within eighteen (18) months following a Change in Control, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that this option shall become immediately exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. This option, as so accelerated, shall remain exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the date of such Involuntary Termination. (f) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control or transaction, (ii) this option is to be replaced with an economically-equivalent substitute equity award or (iii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent pay-out vesting and concurrent payout of that spread in accordance with the same option exercise schedule Vesting Schedule for those Option Shares as set forth in under Option Grant Specifics. Notwithstanding the Grant Noticeforegoing, no such cash retention program shall be established for this option (or any other option granted to Optionee under the Plan) to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements of Code Section 409A and the Treasury Regulations thereunder. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Company’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) If this option is assumed or otherwise continued in effect in connection with a Change in Control or replaced with an economically-equivalent equity award or a cash retention program in accordance with Paragraph 6(a) above, then: (i) the option (or such economically equivalent award) shall vest and become immediately exercisable for all of the Option Shares or other securities at the time subject to the option (or such award) and may, within the applicable exercise period under Paragraph 5, be exercised for any or all of those Option Shares or other securities as fully vested shares or securities, or (ii) the balance credited to Optionee under any cash retention program established in accordance with Paragraph 6(a) shall immediately be paid to Optionee in a lump sum, subject to the Company’s collection of all applicable Withholding Taxes; if, within the period beginning with the execution date of the definitive agreement for the Change in Control transaction and ending with the earlier of (i) the termination of that definitive agreement without the consummation of such Change in Control or (ii) the expiration of the Applicable Acceleration Period following the consummation of such Change in Control, Optionee’s Continuous Service terminates due to an involuntary termination (other than for death or Permanent Disability) without Cause (or without a reason that is comparable to termination for Cause under employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any) or a voluntary termination by Optionee due to Constructive Termination. (e) This Agreement shall not in any way affect the right of the Corporation Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In All the event Option Shares subject to this option at the time of a Change in Control, this option, to the extent outstanding at that time Corporate Transaction but not otherwise fully exercisable, vested shall automatically accelerate vest and the Corporation's repurchase rights with respect to those Option Shares shall immediately terminate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares as fully-vested shares of Common StockShares. No such acceleration accelerated vesting of this optionthe Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof), and the Corporation's repurchase rights with respect to the terms of the Change in Control unvested Option Shares are to be assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same Vesting Schedule. The determination of option exercise schedule set forth in comparability under clause (i) shall be made by the Grant NoticePlan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement Should there occur an Involuntary Termination of Optionee's Service within eighteen (18) months following a Corporate Transaction in which this option is assumed or replaced and the Corporation's repurchase rights with respect to the unvested Option Shares are assigned, all the Option Shares at the time subject to this option but not otherwise vested shall not in automatically vest and the Corporation's repurchase rights with respect to those Option Shares shall terminate so that this option shall immediately become exercisable for all those Option Shares as fully-vested shares of Common Stock and may be exercised for any way affect or all of those vested Option Shares at any time prior to the right earlier of (i) the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.Expiration Date or

Special Acceleration of Option. (a) In the event of a Change in Control, the exercisability of this option, to the extent outstanding at that such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for any or all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of connection with the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, this option, to the extent outstanding at that such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those such Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-pay- out in accordance with the same exercise/vesting schedule in effect for those Option Shares pursuant to the option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Controla Corporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (ai) In the event of a Change in ControlCorporate Transaction, the exercisability of this option, to the extent outstanding at that such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for any or all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (ix) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (iiy) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise exercisable at that the time exercisable of the Corporate Transaction (the excess of the Fair Market Value of those such Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same exercise schedule in effect for the option pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (x) shall be made by the Compensation Committee, and such determination shall be final, binding and conclusive. (bii) Immediately following the consummation of the Change in ControlCorporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (ciii) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (div) Upon an Involuntary Termination of Optionee's Service within eighteen (18) months following a Corporate Transaction in which this option is assumed or replaced, the exercisability of this option, to the extent outstanding at such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall immediately become fully exercisable for all the Option Shares at the time subject to this option as fully-vested shares of Common Stock and may be exercised for any or all of those shares at any time prior to the earlier of (x) the Expiration Date or (y) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination. (v) The Compensation Committee shall have the discretion, exercisable either at the time the option is granted or at any time while the option remains outstanding, to (x) provide for the automatic acceleration of vesting in this option upon the occurrence of a Change in Control or (y) condition any such option acceleration (and the termination of any outstanding repurchase rights) upon the subsequent Involuntary Termination within a specified period following the effective date of such Change in Control. Any Option Shares accelerated in connection with a Change in Control shall remain fully exercisable until the expiration or sooner termination of the option term. (vi) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Corporate Transaction, but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This option may also become exercisable on an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration The Exercise Price of this option, however, the option shares shall occur if and be adjusted immediately prior to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms effective date of the such Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Noticeshall be equal to $3.875. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of connection with the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise PricePrice (as adjusted in accordance with Paragraph 5(a)), provided the aggregate Exercise Price (as -------- adjusted in accordance with Paragraph 5(a)) shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise schedule (or more favorable) Exercise Schedule for those Option Shares as set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Plan Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) Immediately upon an Involuntary Termination of Optionee’s Service within twenty-four (24) months following a Change in Control in which this option is assumed or otherwise continued in effect, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that this option shall become immediately exercisable for all the Option Shares at the time subject to the option and may be exercised for any or all of those Option Shares as fully vested shares. Should this option be replaced with a cash retention plan in accordance with Paragraph 6(a), then the balance credited to Optionee under that plan at the time of his or her Involuntary Termination shall immediately be paid to Optionee in a lump sum, subject to the Corporation’s collection of all applicable withholding taxes; provided, however, that Optionee shall be entitled to such payment only if the Optionee’s Involuntary Termination occurs within twenty-four (24) months following the Change in Control. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this the option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: extent (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In No Option outstanding at the event time of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, Control shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur on an accelerated basis if and to the extent: (i) this option Option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction; or (ii) this option Option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares shares of Common Stock for which this the option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same exercise/vesting schedule applicable to those option exercise schedule set forth shares. However, if none of the foregoing conditions are satisfied, then this Option outstanding at the time of the Change in Control but not otherwise exercisable for all the Grant Noticeshares of Common Stock at that time subject to such option shall automatically accelerate so that such Option shall, immediately prior to the effective date of the Change in Control, become exercisable for all the shares of Common Stock at the time subject to such Option and may be exercised for any or all of those shares as fully vested shares of Common Stock. (b) Immediately following the consummation of the Change in Control, this option Option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent Parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option Option is assumed in connection with a Change in ControlControl (or otherwise continued in full force and effect), then this option Option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities or other property which would have been issuable to Optionee in consummation of such Change in Control had the option Option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control transaction, the successor corporation may, in connection with the assumption of this Option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction. (d) Notwithstanding the foregoing, immediately upon an Involuntary Termination of Optionee's Service within twelve (12) months following a Change in Control transaction, the Option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that the Option shall become immediately exercisable for all the Option Shares at the time subject to the Option and may be exercised for any or all of those Option Shares as fully vested shares. The Option as accelerated shall remain so exercisable until the earlier of: (i) the Expiration Date; or (ii) the expiration of the one (1) year period measured from the date of the Optionee's Involuntary Termination. (e) This Option may also be subject to acceleration in accordance with the terms of any special Addendum attached to this Agreement. (f) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant NoticeSection 4 above. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, to the extent outstanding at that time time, but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or otherwise to continue in full force and effect pursuant to the express terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued to continue in full force and effect pursuant to the express terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl (or is otherwise to continue in force), then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) This option may also become exercisable on an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Change in Control transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl (or otherwise continued in full force and effect), then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities or other property which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This option may also be subject to acceleration in accordance with the terms of any special Addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, the exercisability of this option, to the extent outstanding at that such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for any or all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise exercisable at that the time exercisable of the Corporate Transaction (the excess of the Fair Market Value of those such Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same exercise schedule in effect for the option pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) Upon an Involuntary Termination of Optionee's Service within twelve (12) months following a Corporate Transaction in which this option is assumed or replaced, the exercisability of this option, to the extent outstanding at such time but not (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, the exercisability of this option, to the extent outstanding at that such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for any or all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise exercisable at that the time exercisable of the Corporate Transaction (the excess of the Fair Market Value of those such Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same exercise schedule in effect for the option pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option option, to the extent not previously exercised, shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall Upon an Involuntary Termination of Optionee's Service within eighteen (18) months following a Corporate Transaction in which this option is assumed or replaced, the exercisability of this option, to the extent outstanding at such time but not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.otherwise

Special Acceleration of Option. (a) In the event of a Change in Control, this A. This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) B. Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) C. If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation (if any) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. (d) D. This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) 1. In the event of a Change in Controlany Corporate Transaction, this option, to the extent outstanding at that such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those the Option Shares as fully-fully- vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change Corporate Transaction, either to be continued by the Corporation (in Control, the event that it is the surviving parent corporation in the Corporate Transaction) or is assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control ), or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares shares over the aggregate Exercise Price exercise price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule applicable to those Option Shares as set forth in the Grant NoticeNotice of Grant. (b) 2. Immediately following the consummation of the Change in Controla Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If 3. In the event this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED that the aggregate Exercise Price shall remain the same. (d) 4. This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise schedule Exercise Schedule for those Option Shares as set forth in the Grant Notice., but only if such replacement cash program would not result in the treatment of the option as an item of deferred compensation subject to Code Section 409A. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Controltime, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, this option, to the extent outstanding at that time time, but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, assumed or otherwise continued in full force and or effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In Immediately prior to the event effective date of a Change in ControlCorporate Transaction, the exercisability of this option, to the extent outstanding at that time but not otherwise fully exercisable, option shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, shall become exercisable for all of the Option Shares at the time subject to this option as fully-vested Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common StockShares. No such acceleration accelerated exercisability of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to in the terms of the Change in Control Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise exercisable at that the time exercisable of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise schedule set forth in the Grant Noticeschedule. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this optionan accelerated basis, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise schedule (or more favorable) Exercise Schedule for those Option Shares as set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Plan Administrator's approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) Immediately upon an Involuntary Termination of Optionee's Service within twelve (12) months following a Change in Control in which this option is assumed or otherwise continued in effect, this option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically vest and become exercisable on an accelerated basis as to an additional number of Option Shares equal to the greater of (i) an additional twenty-five percent (25%) of the total number of Option Shares or (ii) the additional number of Option Shares for which this option would have otherwise, in accordance with the normal Exercise Schedule, been vested and exercisable at the time of such Involuntary Termination had Optionee completed an additional period of Service equal in duration to the actual period of Service completed by Optionee between the Grant Date and the date of such Involuntary Termination and had the option become exercisable for the Option Shares in forty eight (48) successive equal monthly installments over the duration of the Exercise Schedule. In no event, however, shall the number of additional Option Shares for which this option becomes exercisable on such an accelerated basis exceed the number of Option Shares for which this option is not otherwise exercisable at the time of such Involuntary Termination in accordance with the normal Exercise Schedule). The balance credited to any cash retention program maintained for Optionee pursuant to Paragraph 6(a) at the time of his or her Involuntary Termination within twelve (12) months following a Change in Control shall also vest and become immediately payable on a partially-accelerated basis in accordance with the same vesting-acceleration formula set forth above for the Option Shares. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of an actual Change in Control but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No However, this option shall not become exercisable on such acceleration of this option, however, shall occur an accelerated basis if and to the extent: (i) this option is, in connection with the Change in Control, is to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to the terms of the Change in Control or transaction, (ii) this option is to be replaced with an economically-equivalent substitute award or (iii) this option is to be replaced with a cash incentive retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on the any Option Shares for which this option is not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout of that spread in accordance with the same option exercise schedule (or more favorable) Vesting Schedule for those Option Shares as set forth in the Grant Notice.attached Schedule I. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or otherwise continued in effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been issuable to Optionee converted in consummation of such Change in Control had those shares actually been outstanding at the option been exercised immediately prior to such Change in Control, and appropriate time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S. securities exchange or market. (d) If this option is assumed or otherwise continued in effect in connection with a Change in Control or replaced with an economically-equivalent award or a cash retention program in accordance with Paragraph 6(a) above, then: (i) the option (or such economically equivalent award) shall vest and become immediately exercisable for all of the Option Shares or other securities at the time subject to the option (or such award) and may be exercised for any or all of those Option Shares or other securities as fully vested shares or securities, or (ii) the balance credited to Optionee under any cash retention program established pursuant to Paragraph 6(a) shall immediately be paid to Optionee in a lump sum, subject to the Corporation’s collection of all applicable Withholding Taxes; if, within the period beginning with the execution date of the definitive agreement for the Change in Control transaction and ending with the earlier of (i) the termination of that definitive agreement without the consummation of such Change in Control or (ii) the expiration of the Applicable Acceleration Period following the consummation of such Change in Control, Optionee’s Continuous Service terminates due to an involuntary termination (other than for death or Permanent Disability) without Cause or a voluntary termination by Optionee due to Constructive Termination. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in ControlCorporate Transaction, this option, option to the extent outstanding at that time time, but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Controlsuch Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-fully vested shares of Common Stock. No such acceleration of this optionoption shall occur, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, to be assumed or otherwise continued in full force and effect by the successor corporation company (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is to be replaced with a cash incentive program of the successor corporation company which preserves the spread existing at the time of the Change in Control Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out payout in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation company (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this This option, to the extent outstanding at that the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in ControlCorporate Transaction, either to be assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant or to the terms be replaced with a comparable option to purchase shares of the Change in Control capital stock of the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise exercise/vesting schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to connection with the terms of the Change in ControlCorporate Transaction. (c) If this option is assumed in connection with a Change in ControlCorporate Transaction, then this option shall be appropriately adjusted, immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same.. -------- (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Change in Control, this option, This option to the extent outstanding at that the time of a Change in Control but not otherwise fully exercisable, exercisable shall automatically accelerate so that this the option shall, immediately prior to the effective date of the Change in Control, become exercisable for all the shares of the Option Shares Common Stock at the time subject to this the option and may be exercised for any or all of those Option Shares shares as fully-fully vested shares of Common Stock. No such acceleration , regardless of this option, however, shall occur if and to whether the extent: (i) this option is, in connection with is assumed by the Change in Control, assumed successor corporation or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Noticetransaction. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent this option is assumed by the successor corporation (or parent Parent thereof) in connection with the Change in Control or is otherwise expressly continued to continue in full force and effect pursuant to the terms of the Change in ControlControl transaction. (c) If this option is assumed in connection with a Change in ControlControl or is otherwise to continue in full force and effect, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement option to the extent outstanding at the time of a Hostile Take-Over but not otherwise fully exercisable shall not in any way affect automatically accelerate so that the right option shall, immediately prior to the effective date of the Corporation Hostile Take-Over, become exercisable for all the shares of Common Stock at the time subject to adjustthe option and may be exercised for any or all of those shares as fully vested shares of Common Stock. The option, reclassifyas so accelerated, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part shall remain exercisable for fully vested shares of its business or assetsCommon Stock until the Expiration Date.