Common use of Stock Option Clause in Contracts

Stock Option. Upon or promptly following the Effective Date, Executive will be granted a stock option, which will be, to the extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (as defined in Section 422 of the Code), to purchase shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securities.

Stock Option. Upon the commencement of your employment, the Company will grant you an option under the Company’s 1999 Stock Plan to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) shares of the Company’s Common Stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization of the Company (as defined below), at an exercise price equal to the fair market value of the Company’s Common Stock on the date of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or promptly following exercised basis) as of the Effective Commencement Date, Executive including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Option. The Option will vest over four (4) years as follows: 25% of the total number of shares subject to the Option will vest on the twelve (12) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will be granted a stock option, which will be, subject to the extent possible under the $100,000 rule terms of Section 422(d) 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted as an incentive stock option to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) and, thereafter, shall be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an “incentive stock option or non-qualified stock option” (, as defined in Section 422 of appropriate. In the Code), to purchase shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination for Disability, each as defined below, you may exercise the vested portions of the date of grant Option during the twelve (calculated on a Fully Diluted Basis12) at a per share exercise price equal to the then fair market value per share month period commencing on the date of grant (your termination of employment, provided, however, that in no event may the “Option”). The Option will be able to be exercised before it is vested, subject to after its expiration date. In the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to event you terminate employment with the Company as an employeethe result of your death, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise vested portions of the Option as may be exercised during the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include twelve (i12) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of month period commencing on the date of calculation and your death, provided, however, that in no event may the conversion Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of such shares to Common StockVoluntary Termination or Termination for Cause, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase you may exercise the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders vested portions of the Company are required to enter into in connection with their holding of Company securitiesOption during the period allowed under the 1999 Stock Plan.

Stock Option. Upon The Company will recommend to the Board of Directors or promptly the Compensation Committee that, at the earliest practicable date following the Effective Date, Executive will Employee be granted a stock option, which will be, to the extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as amended (the “"Code”"), intended to be an “"incentive stock option” " (as defined in Section 422 of the Code), to purchase Three Hundred and Fifty Thousand (350,000) shares of the Company’s 's Common Stock in at an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair per share market value per share of the Company's Common Stock on the date of the grant (the “"Option”"). In addition, subject to Employee's continued service to the Company on the first anniversary of the Effective Date, the Company will recommend to the Board of Directors or the Compensation Committee that, at the earliest practicable date following the first anniversary of the Effective Date, Employee be granted a stock option, which will be, to the extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as amended (the "Code"), intended to be an "incentive stock option" (as defined in Section 422 of the Code), to purchase One Hundred Thousand (100,000) shares of the Company's Common Stock at an exercise price equal to the per share market value of the Company's Common Stock on the date of the grant (the "Subsequent Option"). To the extent that any portion of the Option or the Subsequent Option exceeds the $100,000 rule of Section 422(d) of the Code, the excess shall be treated as options which are not incentive stock options. The Option will be able to be exercised before it is vested, subject to and the Company’s repurchase rights. The Subsequent Option will remain exercisable (limited by the expiration date of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will each vest as to three forty-eighths (3/48) 25% of the total number of shares subject to such option on the Option as first anniversary of December 1, 2005the date of grant, and as to one forty-eighth (1/48) 25% of the total number of shares subject to such option each year thereafter, so that each of the Option on each monthly anniversary thereafter so that and the Subsequent Option will be fully vested on September 1, 2009and exercisable four (4) years from the date of grant, subject to Executive’s Employee's continued service to the Company as an employee, director or consultant through on the relevant vesting dates. The Option and the Subsequent Option will be subject to the terms, definitions and provisions of the Company’s 2004 's Stock Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive Employee and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securities.

Stock Option. Upon or promptly following Employee shall have the Effective Date, Executive will be granted a right to purchase up to 25,000 shares of common stock option, which will be, to the extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as amended Company (the “Code”)"Purchase Right Shares") for a period of thirty (30) days from August 19, an “incentive stock option” (as defined in Section 422 of the Code)2003, to purchase shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a purchase price per share exercise price equal to the greater of: (i) $3.18 per Share; (ii) the closing price of Company's common stock as quoted in The Wall Street Journal for August 18, 2003 or, if no stock transfer occurred on such date, the closing price as quoted aforesaid on the next prior day in which Company's common stock traded on the public markets ("Start Date Price"); or (iii) if a Company press release is issued announcing Employee's hiring, the closing price of Company's common stock as quoted in The Wall Street Journal on the last trading day immediately preceding the Company's issuance of such release. To the extent Employee has not purchased all of the Purchase Right Shares within said thirty (30) day period then fair market value for a period of thirty (30) days thereafter (i.e., lapsing at the end of the sixtieth (60th) day following August 19, 2003), Employee shall have the right to purchase any remaining Purchase Right Shares at a price per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject equal to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date greatest of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus Start Date Price; (ii) the total number closing price of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described the Company's stock price as quoted in the remainder of this paragraphWall Street Journal for September 18, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus 2003 ($3.49); or (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares average closing price of Company’s capital 's common stock as quoted in existence as of the Wall Street Journal for the thirty (30) calendar days preceding the date on which the notice of calculation and exercise of purchase of Purchase Right Shares is delivered to Company. In order to exercise the conversion purchase rights contained in this Section 3.3, Employee must tender to the Company written notice of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase exercise specifying the number of shares under any stock plan he wishes to purchase together with good funds (in the form of cashier's or certified check, wire transfer or other planform of payment acceptable to the Board) within the applicable thirty (30) day period, agreement or commitmentwhich notice must be delivered at least four (4) business days prior to the scheduled stock purchase. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute The Company shall issue and deliver the certificates for all shares purchased per this Section 3.3 promptly following such purchase and such certificates shall contain the Company’s Stockholders’ Agreement 's customary restrictive legend for privately issued shares. As an independent to which certain significant securityholders Employee's purchase of Purchase Right Shares, the Company agrees to pay to Employee a bonus ("Purchase Bonus") equal to the lesser of Six Thousand Dollars ($6,000) or ten percent (10%) of the Company are required to enter into purchase price for the Purchase Right Shares. 2. The Agreement has not been amended in connection with their holding any way other than the terms set forth in 1 above of Company securitiesthis First Amendment.

Stock Option. The Corporation hereby grants to Executive on the Commencement Date a non-transferable, stock option under and subject to the Company's 1999 Long-Term Incentive Plan to purchase (subject to vesting) all or any part of an aggregate of 1,250,000 shares of the common stock of the Corporation at an exercise price of $1.00 per share (the "Option"). The vesting schedule and the exercise price for the shares underlying the Options is as follows: -------------------------------------------------------------------------------- Grant Date Quantity Strike Price Vesting Date -------------------------------------------------------------------------------- 10/08/98 500,000 $1.00 04/08/99 -------------------------------------------------------------------------------- 10/08/98 500,000 $1.00 10/08/99 -------------------------------------------------------------------------------- 10/08/98 125,000 $1.00 10/08/01 -------------------------------------------------------------------------------- 10/08/98 125,000 $1.00 10/08/02 -------------------------------------------------------------------------------- Upon or promptly following the Effective Vesting Date, the shares vested shall be immediately exercisable in whole or part and shall be exercisable for a period of ten (10) years. Executive will be granted a may exercise the Option by delivering previously acquired shares of the Corporation's common stock option, which will be, or by decreasing the number of shares underlying the Option pursuant to the extent possible under terms of a Stock Option Agreement for the $100,000 rule Option in the form of Section 422(d) Exhibit B annexed hereto to be executed on the date hereof (the "Stock Option Agreement"). Notwithstanding the foregoing, in the event of a change of control or ownership of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (Corporation as defined in Section 422 the Stock Option Agreement, the Option shall vest in full and be immediately exercisable for a period of ten (10) years. The Corporation hereby covenants and agrees that it shall register the Code), to purchase shares of underlying the Company’s Common Stock in an amount equal to 5.5% of Option and the Company’s capitalization of Director Option with the Company as Securities and Exchange Commission within six months of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, this Agreement so that such shares are not subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date Rule 144 of the Option) Securities and Exchange Act of 1934. If the Corporation fails to timely comply with the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth hereinsuch covenant, the Option will vest as Corporation shall be liable to three forty-eighths (3/48) Executive for damages resulting from Executive's failure to sell the Corporation's common stock because of Rule 144. In the event the Corporation engages in a public offering of its common stock, upon the request of the total number of shares subject investment banking firm underwriting such offering, Executive agrees to the Option as of December 1, 2005, sign a lock-up agreement on terms and as to one forty-eighth (1/48) conditions no more or less favorable than those signed by other insiders of the total number Corporation, but in no event to exceed a term of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitiesone year.

Stock Option. Upon or promptly following the Effective Date, Executive will be granted a stock option, which will be, to the extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (as defined in Section 422 of the Code), to purchase shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject Subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date 's adoption and shareholder approval of the OptionPlan and Executive's continued employment with the Company through each such date, (i) on the thirtieth calendar day following the consummation of the first to close of the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth hereinPBB Merger, the Option will vest as Spectrum Merger and the Heritage Merger (or, if not a trading day, the next succeeding trading day) (the date on which any stock option is granted pursuant to three forty-eighths (3/48) this Section 5, a "Grant Date"), SoCal shall grant to Executive a nonqualified stock option to purchase a number of shares of SoCal common stock equal to 0.60% of the total number of shares subject to the Option of SoCal common stock outstanding as of December 1the consummation of such Merger (each stock option granted pursuant to this Section 5, 2005an "Option"), and as (ii) on the thirtieth calendar day following the consummation of each of the remaining two Mergers (or, in each case, if not a trading day, the next succeeding trading day), SoCal shall grant to one forty-eighth (1/48) Executive a nonqualified Option to purchase a number of shares of SoCal common stock such that, following the grant of such Option, Executive's outstanding Options shall, in the aggregate, cover a number of shares of SoCal common stock equal to 0.60% of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company of SoCal common stock outstanding as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both consummation of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably requiresuch Merger. For the purposes avoidance of this Agreementdoubt, “Fully-Diluted Basis” shall include (iA) if, upon the consummation of any Merger, Executive's outstanding Option(s) already cover 0.60% or more of the total number of shares of Common Stock outstanding plus SoCal common stock outstanding, then no additional Option grant shall be required by this Section 5 in connection with such Merger, and (iiB) in no event shall any stock options granted prior to the date of this Agreement, including without limitation any stock options that are converted into options to purchase SoCal shares in connection with any Merger, be counted in the numerator of any equation as options held by Executive for purposes of determining whether the Options cover 0.60% of the total number of shares of Common SoCal common stock outstanding at any time. Each Option shall be granted at an exercise price per share equal to the closing price of a share of SoCal common stock on the OTCBB (or such other exchange or quotation system on which SoCal common stock is primarily traded, as determined by the Board) on the applicable Grant Date. The terms and conditions of each Option, including without limitation any applicable vesting and forfeiture conditions, shall be set forth in a Stock that would be issued upon conversion of any securities, rights, commitments, or other items described Option Agreement substantially in the remainder form attached hereto as Exhibit A, to be entered into by the Company and Executive (the "Option Agreement"). Each Option shall, subject to the provisions of this paragraphSection 5, that are convertible into Common Stock, including be governed in all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) respects by the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as terms of the date of calculation Plan and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitiesapplicable Option Agreement.

Stock Option. Upon or promptly following Subject to this Section 3.3(a), the Company will grant to the Executive an option (the “Option”) to purchase 1,200,000 shares of the Company’s Common Stock, effective on the Effective Date, Executive . The exercise price per share for the Option will be equal to the closing price of a share of the Common Stock on the Effective Date. The Option will be granted a pursuant to the “inducement grant” exception provided in Nasdaq Rule 5635(c) and will not be intended to qualify as an “incentive stock option, which will be, to ” within the extent possible under the $100,000 rule meaning of Section 422(d) 422 of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (. Except as defined in Section 422 of the Code), to purchase shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions expressly set forth herein, the Option will vest as follows: (i) with respect to three forty-eighths (3/48) 720,000 of the total number of shares subject to the Option, the Option will vest as to 180,000 of December 1, 2005such shares on the first anniversary of the Effective Date, and as to one forty-eighth (1/48) 1/36th of the total number remaining 540,000 shares underlying the Option each month thereafter on the same day of the month as the Effective Date, subject in each case to the Executive’s active and continuous service to the Company through the applicable vesting date, such that the Executive shall be fully vested in such portion of the Option shares after four years of active and continuous service to the Company from the Effective Date, and (ii) with respect to 480,000 of the shares subject to the Option on each monthly anniversary thereafter so that Option, the Option will be fully vested eligible to vest as to 120,000 of such shares on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions last day of each of the Company’s 2004 2013, 2014, 2015 and 2016 fiscal years, provided that the closing price of a share of the Company’s common stock (in regular trading) equals or exceeds the applicable Stock Price Threshold for a period of at least forty-five (45) consecutive trading days during such fiscal year (the “Stock Price Threshold Objective”), subject to the Executive’s active and continuous service with the Company through the last day of such fiscal year. Except with respect to the 2016 fiscal year, in the event that the Stock Price Threshold Objective is not achieved in a particular fiscal year, the Executive shall be eligible to vest in the portion of the Option applicable to such fiscal year (i.e. 120,000 shares) if the Stock Price Threshold Objective is achieved in the immediately following fiscal year (the “Roll-Over Fiscal Year”) and the Executive remains actively and continuously employed through the last day of the Roll-Over Fiscal Year. If the Stock Price Threshold Objective is not achieved in the Roll-Over Fiscal Year, the portion of the Option applicable to the prior fiscal year shall terminate as of the last day of theRoll-Over Fiscal Year. (By way of example, if the Stock Price Threshold Objective for the 2013 fiscal year is not achieved in that fiscal year, the Executive would be eligible to vest in 240,000 shares underlying the Option (i.e. 120,000 shares applicable to each of the 2013 and 2014 fiscal years) if the Stock Price Threshold Objective set forth below for the 2014 fiscal year is achieved; if the Stock Price Threshold Objective for the 2014 fiscal year is not achieved in the 2014 fiscal year, 120,000 shares underlying the Option (the portion of the Option applicable to the 2013 fiscal year) will terminate as of the last day of the 2014 fiscal year, but the Executive would be eligible to vest in 240,000 shares underlying the Option if the Stock Price Threshold Objective for the 2015 fiscal year is achieve during the 2015 fiscal year.) If the Stock Price Threshold for the 2016 fiscal year is not achieved in the 2016 fiscal year, the portion of the Option that remains unvested as of the end of the 2016 fiscal year shall terminate as of the last day of that fiscal year unless the Agreement is extended by a written agreement signed by the parties in which case the portion of the Option that remains unvested as of the end of the 2016 fiscal year shall vest if the Stock Price Threshold Objective is achieved for the 2017 fiscal year (as may be mutually agreed upon by the parties if this Agreement is extended) or will terminate if the Stock Price Threshold Objective is not achieved for the 2017 fiscal year. For these purposes, the “Stock Price Threshold” for a particular fiscal year shall be as follows: 2013 $ 7.50 2014 $ 9.00 2015 $ 12.00 2016 $ 15.00 The maximum term of the Option will be seven (7) years from the date of grant of the Option. The Option may be granted as one or more separate grants as determined by the Compensation Committee, each such grant to be on the same terms (except as expressly set forth herein) as option grants made generally under the Company’s 2006 Equity Incentive Plan (the “Plan”) ), a copy of which is publicly available. Each such grant shall be subject to such further terms and the conditions as set forth in a written stock option agreement to be entered into by and between Executive the Company and the Company (Executive to evidence the “Option Agreement”Option, such agreement(s) to be in the form reasonably determined by form(s) provided to the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under Executive prior to the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes execution of this Agreement. Each such agreement and any award agreement for any future option grant by the Company shall provide that, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason and subject to the terms of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants Sections 5.3(b) and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company5.4 below, Executive will be required shall have up to execute and deliver the Company’s Stockholders’ Agreement twelve (12) months following his Separation from Service (defined below) to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitiesexercise any vested stock options then held by Executive.

Stock Option. Upon 8.01. Employer hereby grants to Employee non-transferable stock options to purchase 400,000 shares of Employer’s voting common stock, subject to the terms and conditions hereinafter set forth in this Article VIII. Where required by applicable laws or promptly following regulation, or by administrative necessity, the Effective Date, Executive will be granted a Board of Directors of Employer may prescribe additional terms and conditions regarding the issuance and administration of the stock option, as long as such additional terms and conditions do not conflict with the terms and conditions hereinafter set forth. 8.02. The options granted pursuant to Section 8.01 above, shall be exercisable as follows: a. as to 100,000 shares, between April 1, 2007 and March 31, 2012, inclusive; b. as to 100,000 shares, between April 1, 2008 and March 31, 2013, inclusive; and c. as to 100,000 shares, between April 1, 2009 and March 31, 2014, inclusive; and d. as to 100,000 shares, between April 1, 2010 and March 31, 2015, inclusive. The exercise price for all options shall be $ 0.75 per share. The foregoing notwithstanding, no options which will beare not already theretofore exercisable shall become exercisable at any time after the termination of Employee’s full time active employment with Employer, to the extent possible under the $100,000 rule nor at any time after Employee receives notice of Section 422(d) a pending or completed Change of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (Control as defined in Section 422 8.03, below. 8.03. In the event of death or complete disability of Employee, or a voluntary termination of employment (which shall include the Code)resignation of Employee, or the giving of a notice of termination of this Contract, or a successor or amended employment contract, by Employee pursuant to purchase shares Section 1.01, above),or notice of the Companya pending or completed Change of Control as hereinafter defined, Employee (or if applicable, Employee’s Common Stock in an amount equal estate or personal representative) shall have a period of sixty (60) days within which to 5.5% of the Company’s capitalization of the Company as of the date of grant exercise any matured (calculated on a Fully Diluted Basisexercisable) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by options which have not theretofore been exercised; and after the expiration date of the Optionsaid sixty (60) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth hereinday period, the Option will vest as to three forty-eighths (3/48) such options shall expire and be of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director no further force or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitieseffect.

Stock Option. Upon or promptly following the Effective Date, Executive will be granted a stock option, which will be, Subject to the extent possible under the $100,000 rule of Section 422(d) approval of the Internal Revenue Code of 1986, as amended (Board or the “Code”), an “incentive stock option” (as defined in Section 422 Compensation Committee of the Code)Board, the Company shall grant the Employee an option to purchase 2,099,704 shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will shall be able granted as soon as reasonably practicable after the date of this Agreement. The per-share exercise price of the Option shall be equal to the fair market value per share of the Company’s Common Stock on the date the Option is granted, as determined by the Board or its Compensation Committee. The term of the Option shall be exercised before it is vested10 years, subject to earlier expiration in the Companyevent of the termination of the Employee’s repurchase rightsEmployment. The Option will remain exercisable (limited by the expiration date grant of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will shall be subject to the termsterms and conditions set forth in the Plan and in the Company’s standard form of Stock Option Agreement. The Employee shall vest in 25% of the Option shares after the first 12 months of continuous service and shall vest in the remaining Option shares in equal monthly installments over the next three years of continuous service. Vesting of the Option shall accelerate in full if (i) the Company is subject to a Change in Control before the Employee’s service with the Company terminates and (ii) the Employee is subject to an Involuntary Termination within 12 months after such Change in Control. If, definitions prior to an IPO, the Company completes an Unplanned Equity Financing and provisions the Option represents less than 3.0% of the Company’s 2004 Common Stock Plan calculated on a Fully-Diluted Basis immediately following the first closing of such Unplanned Equity Financing, then the Company shall, as soon as practicable following such closing, grant another option (the “PlanTop-Off Option”) to the Employee such that the Option and the stock option agreement Top-Off Option together represent 3.0% of the Company’s outstanding Common Stock calculated on a Fully-Diluted Basis immediately following the first closing of the Unplanned Equity Financing. The Top-Off Option shall be subject to be entered into by the terms and between Executive conditions set forth in the Plan and in the Company (the “Company’s standard form of Stock Option Agreement”) in . The vesting and other terms of the form reasonably Top-Off Option shall be identical to those of the Option except that the per-share exercise price of the Top-Off Option shall be equal to the fair market value per share of the Company’s Common Stock on the date the Top-Off Option is granted, as determined by the Company, both Board of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitiesits Compensation Committee.

Stock Option. Upon The Company shall, subject to approval by the compensation committee of the Board, pursuant to the terms of its stock option plan or promptly following any similar plan, grant to the Executive on the latter of November 12, 2003 or the fifth business day after the Effective Date (the "Initial Option Grant Date") an option (the "Initial Option") to acquire __________ shares of common stock of the Company ("Company Stock"), and on the six-month anniversary of the Initial Option Grant Date (the "Second Option Grant Date") shall grant to the Executive an option (the "Second Option") to acquire _______ shares of Company Stock. The exercise price of the shares subject to the stock options shall be established by the compensation committee of the Board at the time of the grant and shall be equal to the fair market value of the Company Stock (as determined under the company stock option plan) on the Initial Option Grant Date and Second Option Grant Date, as applicable. The stock options for the Initial Options shall vest in equal quarterly installments over a three (3) year period, with the first installment vesting on the Initial Option Grant Date and the subsequent installments vesting on the first day of each calendar quarter thereafter, provided that the Executive will be granted a remains employed with the Company on such anniversary. The stock option, which will be, options for the Second Options shall vest with respect to the extent possible under the $100,000 rule of Section 422(d) 1/6 of the Internal Revenue Code shares on the Second Option Grant Date and thereafter in equal quarterly installments over a thirty (30) month period. In addition, the previously granted and outstanding stock options under this Section 3(c) shall fully and immediately vest on (i) any termination of 1986, as amended (the “Code”), an “incentive stock option” Executive's employment with the Company by the Company without Cause (as defined in Section 422 4 (b)) or because of the CodeExecutive's death or Disability (as defined in Section 4 (c)), to purchase shares or (ii) any termination of the Company’s Common Stock Executive's employment by the Executive's resignation for Good Reason (as defined in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant Section 4 (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”d)). The Option will be able to be exercised before it is vested, stock options shall have a ten (10) year term subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date earlier termination of such options on account of the Option) to the extent then vested Executive's termination of employment for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitiesreason.

Stock Option. Upon or promptly The Company hereby grants to you a non-qualified stock option (the "Option") to purchase up to seven million (7,000,000) shares (the "Option Stock") of the common stock, $.01 par value, of the Company (the "Company Stock"). The following the Effective Date, Executive will terms shall be granted a stock option, which will be, applicable with respect to the extent possible under Option and the Option Stock: (i) The Option Stock shall vest over a five (5) year period, with twenty percent (20%) of the Option Stock vesting on February 17th of each year commencing February 17, 2001 and continuing through and fully vesting on February 17, 2005. Notwithstanding the foregoing vesting schedule, the vesting shall accelerate and the Option Stock shall become one hundred percent (100%) vested upon (A) your death, (B) in the event of a Change of Control of the Company, (C) in the event of a change of a majority of the current Board of Directors during the term of your employment or (D) in the event of either a termination by you for a Good Reason or a termination by the Company without Cause. (ii) The strike price or exercise price (the "Exercise Price") for the Option Stock shall be Three Dollars ($100,000 rule 3.00) per share, the closing price per share of Section 422(dthe Company Stock as of the date of this Agreement. (iii) The Option may be exercised by you by tendering to the Company a notice of your election to exercise the Option, together with the Exercise Price, which, at your election, may be made (A) in legal tender, (B) by bank cashier's or certified check, (C) by a non-recourse promissory note (the "Note") issued by you to the Company (except that the interest portion of the Note shall be full recourse and non-refundable to you in any event) that is secured by the Option Stock issued to you and that has terms that include substantially equal semi-annual payments of interest and principal to be paid to the Company over a period of six (6) years at an interest rate which is the lowest rate permitted on the date of the Note by the then current rules and regulations of the Internal Revenue Service to avoid application of the Internal Revenue Code of 1986rules and regulations related thereto relating to imputed interest, as amended (the “Code”), an “incentive stock option” (as defined in Section 422 and no penalty for early payment of the Code)note, to purchase (D) by surrendering shares of the Company’s 's Common Stock in an amount equal that have been owned by you for at least six months prior to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price and that have an aggregate fair market value equal to the then fair market value per share on the date aggregate Exercise Price, (E) by delivery of grant (the “Option”). The Option will be able an irrevocable undertaking by a broker to be exercised before it is vested, subject deliver promptly to the Company’s repurchase rights. The Option will remain exercisable Company sufficient funds to pay the aggregate Exercise Price or delivery of irrevocable instructions to a broker to deliver promptly to the Company sufficient funds to pay the aggregate Exercise Price, or (limited F) by the expiration date any combination of the Optionforegoing. (iv) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth hereinterms of this grant, the Option will vest as may be exercised in whole or in part from time to three forty-eighths time, but in no event more than ten (3/4810) years after the date hereof. (v) The date on which the Company is notified of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option and the Exercise Price is paid to Company (or Company receives notice of your net issue election) is referred to herein as the "Exercise Date". The Company may reasonably require. For shall forthwith at its sole expense (including the purposes payment of this Agreementissue taxes), “Fully-Diluted Basis” shall include (i) issue and deliver to you certificates for the total proper number of shares of Common Option Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder exercise of this paragraphOption within ten (10) days after the Exercise Date, that are convertible into Common Stock, including and such Option Stock shall be deemed issued for all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence purposes as of the date opening of calculation and business on the conversion of such shares to Common StockExercise Date, plus notwithstanding any delay in the actual issuance. (ivvi) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of If the Company are required at any time proposes to enter into in connection register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with their holding of Company securities.respect to registration statements on Forms S-4, 5 Mr. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ April 14, 2000 page 5

Stock Option. Upon or promptly following On the Effective Start Date, Executive the Company will be granted grant Employee a stock option, which will be, option (“Stock Option”) to the extent possible under the $100,000 rule purchase One Million One Hundred Eighty Two Thousand and Nineteen (1,182,019) shares of Section 422(d) Common Stock of the Internal Revenue Code of 1986, as amended (Company in accordance with the “Code”), an “incentive stock option” (as defined in Section 422 of the Code), to purchase shares terms of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock 2017 Omnibus Incentive Plan (the “Plan”) and the stock option agreement form of Option Award Agreement filed as Exhibit 10.7 to be entered into by the Company’s Form 10-K filed with the Securities and between Executive and Exchange Commission (modified to reflect the Company terms set forth in this Section 4) (the “Option Agreement”). The Stock Option shall have a per-share exercise price equal to the closing price of a share of the Company’s Common Stock on the Start Date (or, if the Start Date is not a trading day, as of the last trading day prior to the Start Date) (“Fair Market Value”) and shall have a term of ten years. The Stock Option shall be an incentive stock option, within the meaning of Section 422 of the Internal Revenue Code, to the maximum extent possible and the balance shall be a non-statutory stock option. The Stock Option shall become exercisable over the four (4) year period commencing on the Start Date (“Vesting Start Date”) as follows: (a) 25% upon the 12 month anniversary of the Vesting Start Date; (b) additional 25% upon the 24 month anniversary of the Vesting Start Date; 2 (c) additional 25% upon the 36 month anniversary of the Vesting Start Date; and (d) the remaining portion of the Stock Option upon the 48 month anniversary of the Vesting Start Date; (such that 100% of the Stock Option shall be vested as of the fourth anniversary of the Vesting Start Date), provided that Employee has not incurred a Separation from Service (as defined in the form reasonably determined by Plan) before the Companyapplicable vesting date, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under and subject to acceleration as provided below or as otherwise provided in the Option will be conditioned upon Executive executing any stockholders’ agreement Agreement. In the event the Company terminates Employee’s employment without Cause (as defined in Section 3(a) below), or other agreement relating Employee resigns his employment for Good Reason (as defined in Section 4 below), or Employee’s employment terminates due to stock Employee’s death or Disability, then, subject (unless the termination of employment is due to be issued upon exercise Employee’s death or Disability) to the Employee furnishing the general release described in Section 5(e) below duly executed by Employee within the time period specified therein, and allowing such release to become effective in accordance with its terms, Employee shall receive immediate accelerated vesting and exercisability of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common subject to the Stock outstanding plus (ii) the total number of shares of Common Stock Option that would have vested during the one-year period following the effective date of Employee’s termination (for this purpose, such accelerated portion shall be issued upon conversion determined assuming that the portion of the Stock Option scheduled to vest after the first anniversary of the Vesting Start Date vested on a monthly (rather than annual) schedule over the three years following the first anniversary of the Vesting Start Date), but only to the extent such acceleration has not already occurred pursuant to the Plan, the Option Agreement or any securitiesother reason and Employee shall have at least one year (subject to the maximum term of the award) following the effective date of Employee’s termination to exercise the portion of the Stock Option that was vested on or become vested in connection with such termination of employment; provided that if such a termination of Employee’s employment with the Company occurs in connection with or following a Change in Control, rights, commitments, or other items described the Stock Option shall accelerate and become vested and exercisable in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence full as of the date of calculation such termination of employment. The provisions of this Section 2(d)(i) shall be contained in Employee’s option agreement for the Stock Option. “Change in Control” shall have the meaning given to such term in the Plan. Notwithstanding the foregoing, the “Detrimental Conduct” provisions of Section 3.3.3 of the Plan shall not apply to the Stock Option or any other stock option or equity-based award that may be hereafter granted to Employee. Such stock options (to the extent then outstanding and whether or not vested) shall terminate if Employee’s employment is terminated by the conversion of Company for Cause, but such shares to Common Stock, plus (iv) any reserved but unallocated shares under termination for Cause shall not impact any stock plan option or other planequity-based award granted to Employee to the extent theretofore previously vested (in the case of a stock option, agreement vested and exercised). Such stock options (to the extent then outstanding and unvested) shall terminate if Employee’s employment is terminated by Employee other than for Good Reason (and other than due to death or commitmentDisability), plus (v) any commitment to increase the number of shares under but such termination shall not impact any stock plan option or other plan, agreement or commitment. As a precondition equity-based award granted to receiving a stock option grant from Employee to the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitiesextent theretofore previously vested.

Stock Option. Upon or promptly following On the Effective Start Date, Executive the Company will be granted grant Employee a stock option, which will be, option (“Stock Option”) to the extent possible under the $100,000 rule purchase One Million One Hundred Eighty Two Thousand and Nineteen (1,182,019) shares of Section 422(d) Common Stock of the Internal Revenue Code of 1986, as amended (Company in accordance with the “Code”), an “incentive stock option” (as defined in Section 422 of the Code), to purchase shares terms of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock 2017 Omnibus Incentive Plan (the “Plan”) and the stock option agreement form of Option Award Agreement filed as Exhibit 10.7 to be entered into by the Company’s Form 10-K filed with the Securities and between Executive and Exchange Commission (modified to reflect the Company terms set forth in this Section 4) (the “Option Agreement”). The Stock Option shall have a per-share exercise price equal to the closing price of a share of the Company’s Common Stock on the Start Date (or, if the Start Date is not a trading day, as of the last trading day prior to the Start Date) (“Fair Market Value”) and shall have a term of ten years. The Stock Option shall be an incentive stock option, within the meaning of Section 422 of the Internal Revenue Code, to the maximum extent possible and the balance shall be a non-statutory stock option. The Stock Option shall become exercisable over the four (4) year period commencing on the Start Date (“Vesting Start Date”) as follows: (a) 25% upon the 12 month anniversary of the Vesting Start Date; (b) additional 25% upon the 24 month anniversary of the Vesting Start Date; (c) additional 25% upon the 36 month anniversary of the Vesting Start Date; and (d) the remaining portion of the Stock Option upon the 48 month anniversary of the Vesting Start Date; (such that 100% of the Stock Option shall be vested as of the fourth anniversary of the Vesting Start Date), provided that Employee has not incurred a Separation from Service (as defined in the form reasonably determined by Plan) before the Companyapplicable vesting date, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under and subject to acceleration as provided below or as otherwise provided in the Option will be conditioned upon Executive executing any stockholders’ agreement Agreement. In the event the Company terminates Employee’s employment without Cause (as defined in Section 3(a) below), or other agreement relating Employee resigns his employment for Good Reason (as defined in Section 4 below), or Employee’s employment terminates due to stock Employee’s death or Disability, then, subject (unless the termination of employment is due to be issued upon exercise Employee’s death or Disability) to the Employee furnishing the general release described in Section 5(e) below duly executed by Employee within the time period specified therein, and allowing such release to become effective in accordance with its terms, Employee shall receive immediate accelerated vesting and exercisability of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common subject to the Stock outstanding plus (ii) the total number of shares of Common Stock Option that would have vested during the one-year period following the effective date of Employee’s termination (for this purpose, such accelerated portion shall be issued upon conversion determined assuming that the portion of the Stock Option scheduled to vest after the first anniversary of the Vesting Start Date vested on a monthly (rather than annual) schedule over the three years following the first anniversary of the Vesting Start Date), but only to the extent such acceleration has not already occurred pursuant to the Plan, the Option Agreement or any securitiesother reason and Employee shall have at least one year (subject to the maximum term of the award) following the effective date of Employee’s termination to exercise the portion of the Stock Option that was vested on or become vested in connection with such termination of employment; provided that if such a termination of Employee’s employment with the Company occurs in connection with or following a Change in Control, rights, commitments, or other items described the Stock Option shall accelerate and become vested and exercisable in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence full as of the date of calculation and such termination of employment. The provisions of this Section 2(d)(i) shall be contained in Employee’s option agreement for the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitiesStock Option.

Stock Option. Upon The Company hereby agrees to award or promptly following cause to be ------------ awarded to Executive by no later than May 31, 1999 (the "Effective Date, Executive will be granted ") a stock option, which will be, option (the "Stock Option") to the extent possible under the $100,000 rule purchase a total number of Section 422(d) shares equal to 2.0% of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (as defined in Section 422 of the Code), to purchase fully diluted common shares of the Company’s Common Stock in an amount equal to 5.5% of 's ultimate parent company, AirGate Holding Company, Inc. (the Company’s capitalization of the Company "Parent") as of the date of grant (calculated on a Fully Diluted Basis) at a per share Effective Date. The exercise price shall equal to the then fair market value per share on the date of grant (the “Option”"Effective Date Price"). The Stock Option will be able shall vest twenty-five percent of the shares subject to be exercised before it is vestedthe Stock Option on April 15, 1999. Beginning one year after April 15, 1999, the remaining shares, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by Stock Option, shall vest in equal installments at the expiration date end of each full quarter thereafter for which Executive continued in active full-time employment so that, assuming continued employment, 100% of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Stock Option as of December 1shall be fully vested and exercisable five years after the Effective Date. Notwithstanding the foregoing, 2005Executive shall not be vested in any shares if he voluntarily terminates his employment with the Company prior to April 15, and 2000. In addition, the Stock Option shall not be exercisable as to one forty-eighth (1/48) of any vested shares prior to April 15, 2000 unless Executive is terminated involuntarily by the total number of shares Company in which event exercise must occur within the permissible exercise period for incentive stock options set fourth in IRC Section 422. The Stock Option shall be otherwise subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions terms and provisions conditions of the Company’s 2004 Stock Plan (the “Plan”) stock option plan and the form of stock option agreement to be entered into adopted by and between Executive and the Company (for its employees. If after the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise initial grant of the Stock Option as to Executive, the Company may reasonably require. For increases the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus the Company's common stock authorized for issuance to employees pursuant to employee stock options to more than ten percent (ii10%) of the total number of fully diluted shares of Common the Company, then the Board shall consider (but shall not be obligated to grant) an additional award of stock options to Executive. Furthermore, if Parent successfully completes an initial public offering or private placement offering in which at least $50,000,000.00 in new equity funds is raised before April 15, 2000, Company agrees to award or cause it to be awarded an additional option to Executive for Parent common stock so that Executive continues, after such initial public offering to hold Stock that would be issued upon conversion Options equal to 2% of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other planoutstanding. Any option granted shall have substantially the same terms and conditions as the previously granted Stock Option, agreement or commitment. As a precondition to receiving a except, at Executive's election, such option shall either be (i) an incentive stock option grant from with an exercise price equal to fair market value at date of grant, or (ii) a nonstatutory stock option with an exercise price equal to the Company, Executive will be required Effective Date Price. The parties agree to execute negotiate reasonably and deliver in good faith to modify this subsection (c) to preserve the Company’s Stockholders’ Agreement intent hereof to which certain significant securityholders of the extent the existing Parent/Company group or the proposed offering are required to enter into in connection with their holding of Company securitiesrestructured.

Stock Option. Upon (a) Jaclyn hereby grants to Consultant an option (the "Option") to ▇▇▇▇hase an aggregate of one hundred twenty thousand (120,000) shares of the common stock, $1.00 par value per share, of the Jaclyn ("Common Stock") at an exercise price which shall be e▇▇▇▇ ▇o the closing price of that stock on the last date before the date of this Consulting Agreement on which that stock is reported (in the Wall Street Journal or promptly following similarly reputable publication) as having been publicly traded on the Effective DateAmerican Stock Exchange, Executive will be granted such price being the fair market value (as hereinafter defined) per share of Common Stock on the date hereof. The Option is a nonstatutory stock option, which will be, option and is not intended to constitute an incentive stock option within the extent possible under the $100,000 rule meaning of Section 422(d) 422 of the Internal Revenue Code of 1986, as amended (the “"Code”"), an “incentive stock option” . (as defined in Section 422 b) The term of the Code)Option shall be seven (7) years. Subject to earlier termination as provided in thisP. 11, the Option shall be exercisable as to purchase forty thousand (40,000) shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant this Consulting Agreement (the “Option”"First Tranche"), as to an additional forty thousand (40,000) shares of Common Stock on the first anniversary of that date (the "Second Tranche") and as to the remaining forty thousand (40,000) shares of Common Stock on the second anniversary of that date (the "Third Tranche"). The First Tranche, the Second Tranche and the Third Tranche are each sometimes hereinafter referred to herein as a "Tranche" and collectively, as the "Tranches"). The term of each Tranche shall be five (5) years from the first date such Tranche shall become exercisable hereunder (the First Tranche shall have a term commencing on the date of this Consulting Agreement and ending on the fifth anniversary thereof, the Second Tranche shall have a term commencing on the first anniversary of this Consulting Agreement and ending on the sixth anniversary thereof, and the Third Tranche shall have a term commencing on the second anniversary of this Consulting Agreement and ending on the seventh anniversary thereof), and, accordingly, Consultant shall be entitled to exercise the Option as to each Tranche only during the applicable term of such Tranche, but, in no event, after the end of the applicable term of such Tranche. In no event may a fraction of a share of Common Stock be purchased or issued under the Option. Shares of Common Stock to be issued hereunder may consist, in whole or in part, of authorized but unissued shares of Common Stock or shares of Common Stock held in the treasury of Jaclyn. (c) The Option shall be exercised by giving written ▇▇▇▇▇▇ to Jaclyn at its then principal office, presently 635 59th Stree▇, ▇▇▇t New York, New Jersey 07093, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is exercising the Option, specifying the number of shares being purchased and the Tranche being exercised, and accompanied by payment in full of the aggregate purchase price therefor in cash or by certified check. Consultant shall not have the rights of a stockholder with respect to such shares until the date of issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities, other property or otherwise) or distributions or other rights for which the record date is prior to the date any such stock certificate shall be issued. (d) Jaclyn may withhold cash, shares of Common Stock to be issued to ▇▇nsultant, or a combination thereof, in the amount which Jaclyn determines is necessary to satisfy its obligation, if ▇▇▇, ▇o withhold federal, state and local income taxes or other amounts incurred by reason of the grant, vesting, exercise or disposition of the Option or the underlying shares of Common Stock. Alternatively, Jaclyn may require Consultant to pay Jaclyn such amount in ca▇▇ ▇▇▇n demand. (e) The Option shall ▇▇▇ ▇e exercisable by Consultant unless (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock to be received upon the exercise of the Option shall be effective and current at the time of exercise or (b) there is an exemption from registration under the Securities Act for the issuance of the shares of Common Stock upon such exercise. Jaclyn may require, in its sole discretion, as a condition to ▇▇▇ ▇xercise of the Option, that Consultant execute and deliver to Jaclyn the Consultant's representations and warranties, in fo▇▇, ▇▇bstance and scope satisfactory to Jaclyn, that Jaclyn determines is necessary or convenient to ▇▇▇▇▇▇tate th▇ ▇▇▇▇ection of an exemption from the registration requirements of the Securities Act, applicable state securities laws or other legal requirements, including without limitation, that the shares of Common Stock to be issued upon the exercise of the Option will be able acquired by Consultant for his own account, for investment only and not with a view to the resale or distribution thereof. In order to induce Jaclyn to grant the Option, Consultant hereby represents and ▇▇▇▇▇▇ts to Jaclyn that, unless a Registration Statement under the Securi▇▇▇▇ ▇ct is effective and current at the time of each exercise of the Option with regard to the shares of Common Stock to be exercised before it issued to him upon such exercise, the shares of Common Stock to be issued upon the exercise of the Option will be acquired by Consultant for his own account, for investment only and not with a view to the resale or distribution thereof. Any subsequent resale or distribution of shares of Common Stock by Consultant shall be made only pursuant to (x) a Registration Statement under the Securities Act which is vestedeffective and current with respect to the sale of shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, Consultant shall, prior to any offer of sale or sale of such shares of Common Stock, provide Jaclyn (unless waived by Jaclyn) with a favorable written opi▇▇▇▇ ▇f counsel, in form, ▇▇▇▇▇ance and scope satisfactory to Jaclyn, as to the applicability of such exemption to the prop▇▇▇▇ ▇ale or distribution. Nothing herein shall be construed as requiring Jaclyn to register the shares subject to the Company’s repurchase rights. The Option will remain exercisable under the ▇▇▇▇▇ities Act or to keep any Registration Statement current or effective. (limited by f) If at any time Jaclyn shall determine, in its sole discretion, that the expiration date list▇▇▇ ▇▇ qualification of the Option) shares of Common Stock subject to the extent then vested for three (3) months following Executive’s termination. Subject to Option on any securities exchange, The Nasdaq Stock Market, Inc., or under any applicable law, or the accelerated vesting provisions set forth hereinconsent or approval of any governmental regulatory body or other governmental authority, is necessary or desirable as a condition to, or in connection with, the issuance of shares of Common Stock hereunder, the Option will vest as may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to three forty-eighths Jaclyn. (3/48g) Jaclyn may endorse such legend or legends upon t▇▇ ▇▇▇tificates for shares of Common Stock issued upon exercise of the total Option and may issue such "stop transfer" instructions to its transfer agent in respect of such shares as it determines, in its sole discretion, to be necessary or appropriate to (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act, applicable state securities laws or other legal requirements, or (b) implement the provisions of any agreement between Jaclyn and Consultant with respect to such shares of Common S▇▇▇▇. (h) In the event of any change in the outstanding Common Stock by reason of a stock dividend, recapitalization, merger in which Jaclyn is the surviving corporation, spinoff, split-up, combi▇▇▇▇▇▇ or exchange of shares or the like which results in a change in the number or kind of shares of Common Stock which are outstanding immediately prior to such event, the aggregate number and kind of shares subject to the Option as and the exercise price hereof may be appropriately adjusted by Jaclyn, whose determination shall be conclusive and binding on all parties. Such adjustment may provide for the elimination of December 1, 2005, and as to one forty-eighth (1/48) of the total number of fractional shares that might otherwise be subject to the Option on each monthly anniversary thereafter without payment therefor. In addition, and without limiting the generality of the foregoing, in the event of any offer to holders of Common Stock generally relating to the acquisition of their shares, Jaclyn may make such adjustment in respect of the Option, inc▇▇▇▇▇▇, in Jaclyn's sole discretion, revision of the Option and the rights of Consultant hereunder, so that it may be exercisable for the consideration payable in such transaction. The determinations of Jaclyn in respect of the foregoing shall be conclusive and bi▇▇▇▇▇. (i) In the event of a proposed dissolution or liquidation of Jaclyn, or in the event of a proposed sale of all or substant▇▇▇▇▇ all of the assets of Jaclyn, or the merger of Jaclyn with or into another corporat▇▇▇ ▇▇ entity, Jaclyn may, ▇▇ ▇o outstanding options, (a) make appropriate p▇▇▇▇▇▇on for the protection of the Option by the substitution of an option to purchase appropriate stock or other securities or property of Jaclyn or of the merged, consolidated or otherwise reorganize▇ ▇▇▇▇oration or other entity which will be fully vested on September 1issuable in respect to each share of Common Stock of Jaclyn, 2009(b) upon written notice to an optionee, subject to Executive’s continued service provide that ▇▇▇ ▇▇exercised options, to the Company as an employeeextent then exercisable, director must be exercised within a specified number of days of the date of such notice or consultant through they, along with the relevant vesting dates. The Option Tranches, if any, that shall not yet be exercisable, will be subject terminated, or (c) take such other action in connection therewith as Jaclyn may deem necessary or convenient. In any such case, the board o▇ directors of Jaclyn may, in its discretion, advance the lapse of any waiti▇▇ ▇▇ installment periods and exercise dates. (j) The grant of this Option shall not be construed as giving Consultant any right to be associated with Jaclyn or any of its subsidiaries or affiliates other than as ▇▇▇ ▇orth in this Consulting Agreement. (k) Consultant represents and agrees that he will comply with all applicable laws relating to the terms, definitions grant and provisions exercise of the Company’s 2004 Stock Plan (the “Plan”) Option and the stock option agreement to be entered into by and between Executive and disposition of the Company (the “Option Agreement”) in the form reasonably determined by the Company, both shares of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued Common Stock acquired upon exercise of the Option, including without limitation, federal and state securities and "blue sky" laws. (l) The Option as is not transferable by Consultant, and it shall automatically expire upon the Company may reasonably require. For the purposes death of this AgreementProvider, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securitiesexcept that, rights, commitments, or other items described in the remainder event of this paragraphProvider's death, that are convertible into Common Stockthe Option may be exercised, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) to the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of extent it was exercisable on the date of calculation and the conversion of such shares to Common Stockdeath, plus (iv) any reserved but unallocated shares under any stock plan by Provider's executor, administrator or other planperson at the time entitled by law to exercise Consultant's rights under the Option, agreement or commitmentat any time within six months after Provider's death, plus (v) any commitment to increase but in no event after the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders expiration of the Company are required applicable term of the respective Tranches or the Option. Except to enter into the extent provided above, the Option may not be assigned, transferred, pledged, hypothecated or disposed of in connection any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, and any such attempted assignment, transfer, pledge, hypothecation or disposition shall be null and void ab initio and of no force or effect. (m) Jaclyn shall have the authority, in its sole discretion, to make ▇▇l determinations necessary or advisable relating to the Option. Each controversy or claim arising out of or relating to this P. 11 or the Option shall be determined by Jaclyn, which determination shall be conclusive and binding o▇ ▇▇▇▇ultant. Neither Jaclyn nor any officer, director or employee of Jaclyn shall ▇▇ ▇▇▇ble for any action, failure to act or dete▇▇▇▇▇▇ion made in good faith with their holding regard to the Option. (n) The provisions of Company securitiesthis P. 11, and only this P. 11, shall be governed by and interpreted under the laws of the State of Delaware, without regard to the conflicts of law principles thereof. At Jaclyn's option, the provisions of this P. 11, and only this P. 11, may be enforced and/or adjudicated, without a jury, in a federal or state court located in Delaware.

Stock Option. (i) Upon the Effective Date of this Agreement, you will receive a stock option and restricted stock as follows: (1) You will be granted an option to purchase 750,000 shares of the Company's common stock at an exercise price per share equal to the fair market value of the Company's common stock on the earlier of (X) the last business day prior to the public announcement of this Agreement, or promptly following (Y) the date you become an employee of the Company (the "Option"). Subject to the accelerated vesting provision set forth in Section 12(a) herein, the Option will vest as to 25% of the shares subject to the Option one year after the Effective Date, Executive and 1/48 of the total shares subject to the Option shall vest monthly thereafter, so that the Option will be granted a stock optionfully vested and exercisable four years from the Effective Date, which will be, subject to your continued service to the Company on the relevant vesting dates. The Option may be exercised prior to vesting, subject to the Executive entering into a standard form of restricted stock purchase agreement with the Company. To the maximum extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as amended (the “"Code”"), a portion of this Option will be designated as an “"incentive stock option” (" as defined in Section 422 of the Code), to purchase . (2) You will be granted 150,000 shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on restricted stock for a Fully Diluted Basis) at a per share exercise purchase price equal to the then fair market par value of the common stock of $0.01 per share ("Restricted Stock"). These shares of Restricted Stock will vest over a four year period, with 25% of the shares vesting on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date first anniversary of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth hereinEffective Date, the Option will vest as to three forty-eighths (3/48) and 1/48 of the total number of shares subject to the Option as of December 1vesting monthly thereafter, 2005, and as to one forty-eighth (1/48) so that all of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009four years from the Effective Date, subject to Executive’s your continued service to the Company as an employee, director or consultant through on the relevant vesting dates. The . (ii) Subject to this Agreement, the Option will be subject to the terms, definitions and provisions of the Company’s 2004 's 1998 Stock Plan (the “"Stock Plan”") and the stock option agreement to be entered into by and between Executive you and the Company (the “"Option Agreement”) in the form reasonably determined by the Company"), both of which documents are incorporated herein by reference. Executive’s exercise . (iii) Subject to this Agreement, the Restricted Stock will be subject to the terms, definitions and provisions of any the Stock Plan and the restricted stock purchase agreement by and between you and the Company (the "Purchase Agreement"), both of which documents are incorporated herein by reference. (iv) The Company has registered or will register the shares issuable under the Option and the shares of Restricted Stock on a Form S-8 registration statement prior to the initial vesting date for each Option and for shares of Restricted Stock. The Company will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating use its commercially reasonable best efforts to stock to be issued upon exercise keep such registration statement in effect for the entire period of the Option as and the Company may reasonably require. For entire period that the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Restricted Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitiesremain unvested.

Stock Option. Upon The Company shall, pursuant to the terms of its stock option plan or promptly any similar plan, grant to Executive as of the "Option Grant Dates" (as defined below), one or more options (the "Stock Options") to acquire an aggregate of 1,000,000 shares of common stock of the Company ("Company Stock"). The Option Grant Dates shall be on the fifth (5th), eleventh (11th), seventeenth (17th) and twenty-third (23rd) trading days following the Distribution Date or, if the Distribution does not occur prior to January 1, 2004, the fifth (5th), eleventh (11th), seventeenth (17th) and twenty-third (23rd) trading days in 2004. A Stock Option for 250,000 shares of Company Stock shall be granted on each of the Option Grant Dates. The exercise price per share of the Company Stock subject to the Stock Options shall be the closing price of the Company Stock on the Option Grant Dates. If the Stock Options are granted and then the Distribution occurs, the Stock Options will be equitably adjusted to preserve their value following the Distribution. The Stock Options shall vest with respect to the shares subject thereto in equal installments of twenty-five percent (25%) on the Option Grant Date for the applicable Stock Option and twenty-five percent (25%) on each of the first three (3) anniversaries of the Effective Date; provided, that Executive remains employed with the Company on each such anniversary. Notwithstanding the foregoing, the Stock Options shall fully and immediately vest on (i) a Change in Control (as defined in Section 6.5), (ii) any termination of Executive's employment with the Company by the Company without Cause (as defined in Section 6.3(b)) or because of Executive's death or Disability (as defined in Section 6.2), or (iii) any termination of Executive's employment by Executive's resignation for Good Reason (as defined in Section 6.4) or (iv) as a result of the Company's failure to automatically extend the Term pursuant to Section 2.2 (a "Non-Extension"). The Stock Options shall have a scheduled ten (10) year term. The Stock Options shall be "incentive stock options" to the fullest extent permitted. Beginning in the first calendar year following the Effective Date, Executive will shall be granted a stock option, which will be, entitled to the extent possible receive additional annual grants of options under the $100,000 rule of Section 422(d) of Company's stock option plan made available by the Internal Revenue Code of 1986Company from time to time on a basis commensurate with his status and responsibilities, as amended (determined by the “Code”)Compensation Committee, an “incentive stock option” (as defined in Section 422 of the Code), and with a vesting schedule commensurate with that provided to purchase shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization other executive officers of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company’s 2004 Stock Plan (the “Plan”) and the stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitiesgenerally.

Stock Option. Upon or promptly following In addition, subject to the Effective Dateapproval of the Board of Directors, Executive will be granted a an option to purchase .75% of the outstanding shares of Company common stock (the “Option”). The Option will be granted under Company’s stock plan (as amended from time to time, the “Plan”) and related stock option documents. The Option is intended to be an “incentive stock option, which will be, to ” (within the extent possible under the $100,000 rule meaning of Section 422(d) 422 of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (as defined in Section 422 of ) to the greatest extent permitted under the Code), to purchase shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able have an exercise price per share equal to be exercised before it is vested$1.00, subject the price of the shares awarded under the Merger Agreement in connection with certain merger of Bone Biologics Acquisition Corp. with and into Bone Biologics, Inc. pursuant to the which Bone Biologics, Inc. became a wholly-owned subsidiary of Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date As a condition of receipt of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to the accelerated vesting provisions set forth herein, the Option will vest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, 2005, and as to one forty-eighth (1/48) of the total number of shares subject to the Option on each monthly anniversary thereafter so that the Option Executive will be fully vested on September 1, 2009, subject required to Executive’s continued service to the Company as an employee, director or consultant through the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the sign Company’s 2004 Stock Plan (the “Plan”) and the standard form of stock option agreement to be entered into by and between Executive and the Company (the “Option Agreement”) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under and the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating subject to stock to be issued upon exercise the terms and conditions of the Plan, the Option as the Company may reasonably require. For the purposes of Agreement and this Agreement, “Fully. The Option will vest over a three-Diluted Basis” shall include year period from the Effective Date subject to Executive’s continued Service (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described as defined in the remainder Plan), with 33.33% of the shares subject to the Option becoming vested and exercisable on the date that this paragraphAgreement is executed, 33.33% of the shares subject to the Option becoming vested and exercisable on the date that is twelve (12) months after the Effective Date, and 33.34% of the shares subject to the Option vesting and becoming exercisable on the date that is twenty four (24) months after the Effective Date; provided, however, that are convertible into Common Stock, including all preferred stock, stock options, warrants unvested shares subject to the Option (and other stock purchase rights then outstanding, plus any additional equity awards hereafter issued by Company to Executive pursuant to the Plan) shall fully vest and be exercisable if Executive’s Service ceases as a result of a Qualifying Termination (iiias defined below) occurring on or within twelve (12) months after a Change in Control (as defined in the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securitiesPlan).