Common use of Vesting and Exercise Clause in Contracts

Vesting and Exercise. (a) Subject to any forfeiture provisions in this Agreement or in the Plan, the Option shall vest and become exercisable in accordance with the following schedule provided that the Participant has not had a termination of Service for any reason prior to the applicable vesting date: First anniversary of the Grant Date 25% of the shares covered by the Option Second anniversary of the Grant Date 50% of the shares covered by the Option Third anniversary of the Grant Date 75% of the shares covered by the Option Fourth anniversary of the Grant Date 100% of the shares covered by the Option (b) If the application of the vesting schedule in Section 4(a) would yield a fractional share covered by the Option, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more. (c) To the extent that a portion of the Option has not vested prior to the Participant’s termination of Service (including by reason of the Participant’s death), the Participant shall forfeit all rights hereunder with respect to that unvested portion of the Option as of the date of such termination. (d) In the event of the Participant’s termination of Service by the Company for Cause, the Participant shall forfeit all rights hereunder with respect to the entire Option (i.e., both vested and unvested portions) as of the date of such termination. (e) Notwithstanding anything to the contrary in this Section 4, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the Option shall become 100% vested and exercisable effective as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, the Option shall become 100% vested and exercisable upon such termination. For purposes of this Agreement, the Option awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless (i) the Option is adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Option relates to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchange.

Vesting and Exercise. (a) Subject to any forfeiture provisions in the limitations of this Agreement or in Agreement, and unless the PlanParticipant chooses to exercise the Option prior to vesting pursuant to paragraph 4, the Option shall vest become exercisable with respect to 1/48 of the Covered Shares on the last day of each calendar month beginning with January 31, 2001 (but only if the Date of Termination has not occurred before such date) and become continuing until such time as the option is fully exercisable (but only if the Date of Termination has not occurred before the respective vesting dates). (b) Covered Shares as to which the Option is exercisable in accordance with the following schedule provided that the Participant has not had a termination this paragraph 3 (regardless of Service for any reason prior to the applicable vesting date: First anniversary of the Grant Date 25% of the shares covered by whether the Option Second anniversary of the Grant Date 50% of the shares covered by has been exercised with respect to those shares) are sometimes referred to as "vested shares," and Covered Shares as to which the Option Third anniversary of the Grant Date 75% of the shares covered by is not exercisable in accordance with this paragraph 3, until such time as the Option Fourth anniversary would have become exercisable with respect to those shares (regardless of whether the Grant Date 100% of the Option has been exercised with respect to those shares covered by the Option (bin accordance with paragraph 4) If the application of the vesting schedule in Section 4(a) would yield a fractional share covered by the Option, such fractional share shall be rounded down are sometimes referred to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or moreas "unvested shares." (c) To If the extent that Participant is employed by the Company or an Affiliate at the time of a portion of Change in Control and the Option has not vested prior to the Participant’s termination of Service (including by reason of the Participant’s death)Participant is offered a position with comparable responsibilities and compensation, the Participant shall forfeit become vested in 50% of all rights hereunder unvested options held by the Participant at the date of the Change in Control. The 50% acceleration with respect to that unvested portion vesting of Options shall be effected by crediting the Participant with additional service credit equal to one-half of the Option as of time remaining between the date of such terminationthe Change in Control and the final regularly scheduled vesting date. If subsequent to a Change in Control, the Participant is not offered a position with comparable responsibilities and compensation, the Participant shall become fully vested in the Option. The acceleration of vesting as provided in this paragraph shall similarly apply to the vesting of unvested shares purchased by the Participant under the Option. (d) In If the event of the Participant’s termination of Service Participant is terminated by the Company at any time after the Grant Date for Cause, the Participant shall forfeit all rights hereunder with respect to the entire Option (i.e., both vested and unvested portions) as of the date of such termination. (e) Notwithstanding anything to the contrary in this Section 4, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the Option shall become 100% vested and exercisable effective as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason reasons other than Cause (as defined in his employment letter agreement), the PlanParticipant shall be credited with 6 months of additional vesting service for purposes of (i) within twenty-four the vesting of Options, and (24ii) months following the Change in Controlvesting of unvested shares purchased by the Participant under an Option. (e) Notwithstanding the foregoing provisions of this paragraph 3, the Option shall become 100% fully vested and exercisable upon such termination. For purposes immediately prior to the Date of this AgreementTermination, if the Option awarded hereunder will not be considered to be assumed, continued, converted or replaced Date of Termination occurs by the resulting entity in connection with the Change in Control unless (i) the Option is adjusted to prevent dilution reason of the Participant’s rights hereunder 's death or Disability. The Option may be exercised on or after the Date of Termination only as a result to that portion of the Change in Control, and Covered Shares for which it was exercisable (iior became exercisable) immediately after prior to the Change in Control, the Option relates to shares Date of common stock in the resulting entity which are publicly traded and listed on a national securities exchangeTermination.

Vesting and Exercise. (a) Subject to any forfeiture provisions in this Agreement or in the Plan, the The Option shall vest become vested and become exercisable in accordance with the following schedule provided that the Participant has not had a termination table: 25% 25% 25% 25% [1st Anniversary of Service for any reason prior to the applicable vesting date: First anniversary of the Grant Date 25% (Month, Day, Year)] [2nd Anniversary of Grant Date (Month, Day, Year)] [3rd Anniversary of Grant Date (Month, Day, Year)] [4th Anniversary of Grant Date (Month, Day, Year)] (a) Notwithstanding the shares covered by foregoing, the Option Second anniversary of the Grant Date 50% of the shares covered by the Option Third anniversary of the Grant Date 75% of the shares covered by the Option Fourth anniversary of the Grant Date 100% of the shares covered by the Option (b) If the application of the vesting schedule in Section 4(a) would yield a fractional share covered by the Option, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more. (c) To the extent that a portion of the Option has not vested prior to the Participant’s termination of Service (including by reason of the Participant’s death), the Participant shall forfeit all rights hereunder with respect to that unvested portion of the Option as of the date of such termination. (d) In the event of the Participant’s termination of Service by the Company for Cause, the Participant shall forfeit all rights hereunder with respect to the entire Option (i.e., both become fully vested and unvested portions) as of the date of such termination. (e) Notwithstanding anything to the contrary in this Section 4, (x) exercisable in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the Option shall become 100% vested and exercisable effective as of immediately prior to the Change in Control, or (y) in . In the event of a Change in Control there is that constitutes a Covered Transaction, the Committee may, in its sole discretion, terminate any or all of the outstanding portions of the Option as of the effective date of the Covered Transaction, provided that the Committee may not terminate an involuntary Option outstanding under this Agreement earlier than twenty (20) days following the later of (i) the date on which the Option became fully exercisable, and (ii) the date on which the Participant received written notice of the Covered Transaction. (b) Unless otherwise provided in this Agreement or the Plan, if the date of Participant's termination of Service with the Company precedes the relevant Vesting Date, an installment shall not vest on the otherwise applicable Vesting Date and any portion of the Option subject to such installment shall immediately terminate as of the date of such termination of Service. Notwithstanding the foregoing, (i) if the Participant’s employment 's termination of Service occurs by reason of death or Disability, then any unvested portion of the Option shall be fully vested and exercisable as of such date of termination; (ii) if the Participant's termination of Service occurs by reason of Retirement, then any unvested portion of the Option shall continue to vest in accordance with the terms of this Agreement; (iii) if the Participant's Service is terminated involuntarily due to Position Elimination ("Position Elimination Termination"), then any unvested portion of the Option shall vest as of the date of such Position Elimination Termination, prorated based on a fraction, the numerator of which is the number of days in which the Participant was in Service from the Grant Date through the date of such Position Elimination Termination, and the denominator of which is the total number of days in the vesting period (i.e., from the Grant Date through the four (4) year anniversary of the Grant Date); and (iv) if the Participant's Service is terminated involuntarily for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in ControlCause, the Option shall become 100% vested and exercisable upon such termination. Committee may, in its sole discretion, accelerate the vesting of all or any portion of the Option. (c) For purposes of this Agreementhereof, "Disability" shall have the Option awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless meaning provided under: (i) first, an employment agreement between the Option is adjusted to prevent dilution of Participant and the Participant’s rights hereunder as a result of the Change in Control, and Company; (ii) immediately after the Change in Controlsecond, if no such employment agreement exists, the Option relates to shares long-term disability program maintained by the Company or any governmental entity covering the Participant; or (iii) third, if no such agreement or program exists, permanent and total disability within the meaning of common stock in Section 22(e)(3) of the resulting entity which are publicly traded and listed on a national securities exchangeCode.

Vesting and Exercise. (a) Subject to any forfeiture provisions in this Agreement or in the PlanExcept as set forth below, the Option shall vest and become exercisable in installments as provided below, which shall be cumulative. To the extent that the Option has become vested and exercisable as provided below, the Option thereafter may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration or earlier termination of the Option as provided herein and in accordance with Section 6.3(d) of the Plan, including, without limitation, the filing of such written form of exercise notice, if any, as may be required by the Committee or the Company and the payment in full of the Option Price multiplied by the number of Option Shares underlying the portion of the Option exercised. The Option Price may be paid, in whole or in part, at the Participant’s election by delivery of shares of Common Stock (including Option Shares issuable under this Agreement). Upon expiration of the Option, the Option shall be canceled and no longer exercisable. The following schedule table indicates each date upon which the Participant shall be vested and entitled to exercise the Option with respect to the percentage of the Option Shares indicated beside such date, provided that the Participant has not had a termination Termination of Service for Employment any reason time prior to the applicable vesting date: First anniversary such date (each of the Grant Date 25% of the shares covered by the Option Second anniversary of the Grant Date 50% of the shares covered by the Option Third anniversary of the Grant Date 75% of the shares covered by the Option Fourth anniversary of the Grant Date 100% of the shares covered by the Optiondates set forth below being herein called a “Vesting Date”): [date] [___%] (b) If the application of the vesting schedule in Section 4(a) would yield a fractional share covered by the Option, such fractional share There shall be rounded down no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the next whole share if it is less than 0.5 and rounded up appropriate Vesting Date, provided that the Participant has not had a Termination of Employment at any time prior to the next whole share if it is 0.5 or moresuch Vesting Date. (c) To The Option will become fully vested upon the extent that occurrence of both (i) a portion Change in Control and (ii) involuntary Termination of the Option has not vested prior to the Participant’s Employment, other than termination of Service (including by reason of the Participant’s death), the Participant shall forfeit all rights hereunder with respect to that unvested portion of the Option as of the date of such termination. (d) In the event of the Participant’s termination of Service by the Company for Cause, within one year after such Change in Control. (d) This Option and the obligation of the Company to sell and deliver the Option Shares hereunder, shall be subject to and conditioned upon compliance with all applicable federal and state laws, rules and regulations including, without limitation, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), and to such approvals by any government or regulatory agency as may be required. This Option may not be exercised by the Participant and the Company shall forfeit all rights hereunder with respect not be required to issue or deliver any certificates for Option Shares if the entire Option (i.e.exercise of this Option, both vested and unvested portions) as of or the date issuance or receipt of such terminationOption Shares upon such exercise, would be in violation of applicable law. (e) Notwithstanding anything In the event that compliance with the HSR Act shall be required prior to exercise of all or any portion of the Option, the Company and the Participant agree to promptly make all necessary notifications, submissions or other filings required by the HSR Act, and to cooperate with one another to supply promptly any information and documentation that may be required or requested by the Department of Justice or the Federal Trade Commission pursuant to the contrary in this Section 4HSR Act. The Participant acknowledges and agrees that, (x) in to the event extent the HSR Act is applicable to the exercise of a Change in Control in which the resulting entity does not assume, continue, convert or replace this AgreementOption, the Option shall become 100% vested and exercisable effective as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination issuance of the Participant’s employment for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, the Option Shares shall become 100% vested be conditioned upon and exercisable upon such termination. For purposes of this Agreement, the Option awarded hereunder will not be considered subject to be assumed, continued, converted or replaced by the resulting entity in connection compliance with the Change in Control unless (i) the Option is adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Option relates to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchangeHSR Act.

Vesting and Exercise. (a) Subject to any forfeiture provisions in this Agreement or in the Planlimitations contained herein, Holder’s right to purchase Shares subject to the Tranche A Option shall vest and become exercisable in accordance with as follows: one-half of such Shares shall be available for purchase on the following schedule provided that the Participant has not had a termination of Service for any reason prior to the applicable vesting date: First first anniversary of the Grant Date 25% date of this Stock Option Agreement and all of such Shares shall be available for purchase on the shares covered by the Option Second second anniversary of the Grant Date 50% date of the shares covered by the this Stock Option Third anniversary of the Grant Date 75% of the shares covered by the Option Fourth anniversary of the Grant Date 100% of the shares covered by the OptionAgreement. (b) If Subject to the application limitations contained herein, Holder’s right to purchase Shares subject to the Tranche B Option shall vest as follows: one-half of such Shares shall be available for purchase on the first anniversary of the vesting schedule date the condition set forth in Section 4(a3(a) would yield a fractional share covered by the Option, is satisfied and all of such fractional share Shares shall be rounded down to available for purchase on the next whole share if it second anniversary of the date the condition set forth in Section 3(a) is less than 0.5 and rounded up to the next whole share if it is 0.5 or moresatisfied. (c) To Notwithstanding the extent that a portion of the Option has not vested prior to the Participant’s termination of Service foregoing, (including by reason of the Participant’s death), the Participant shall forfeit all rights hereunder with respect to that unvested portion of the Option as of the date of such termination. (di) In the event of the Participant’s termination of Service by the Company for Cause, the Participant shall forfeit all rights hereunder vesting with respect to the entire Tranche A Option shall cease immediately upon the earlier to occur of Holder’s resignation of employment with the Company and its subsidiaries or the termination of Holder’s employment with the Company and its subsidiaries for Cause (i.e., both vested and unvested portions) as of the date of such termination. (e) Notwithstanding anything but vesting with respect to the contrary in this Section 4, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the Tranche A Option shall become 100% vested and exercisable effective as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participantnot cease if Holder’s employment with the Company and its subsidiaries terminates for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, the Option shall become 100% vested and exercisable upon such termination. For purposes of this Agreement, the Option awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless (i) the Option is adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Controlreason), and (ii) vesting with respect to the Tranche B Option shall cease immediately after upon Holder’s resignation of employment with the Change Company and its subsidiaries or the termination of Holder’s employment with the Company and its subsidiaries for any reason (including Cause), provided that if the Company terminates Holder’s employment with the Company and its subsidiaries without Cause on or before the First Measuring Date (as defined in ControlSection 3(e)(iii)), the Tranche B Option relates shall cease except that one-half of the Shares subject to shares the Tranche B Option shall remain outstanding and shall vest on the first anniversary of common stock the date the condition set forth in the resulting entity which are publicly traded and listed on a national securities exchangeSection 3(a) is satisfied (if any).

Vesting and Exercise. (a) Subject to any forfeiture provisions in this Agreement or in the PlanExcept as set forth below, the Option shall vest and become exercisable in installments as provided below, which shall be cumulative. To the extent that the Option has become vested and exercisable as provided below, the Option thereafter may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration or earlier termination of the Option as provided herein and in accordance with Section 6.3(d) of the Plan, including, without limitation, the filing of such written form of exercise notice, if any, as may be required by the Committee or the Company and the payment in full of the Option Price multiplied by the number of Option Shares underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. The following schedule table indicates each date upon which the Participant shall be vested and entitled to exercise the Option with respect to the percentage of the Option Shares indicated beside such date, provided that the Participant has not had a termination Termination of Service for Employment any reason time prior to the applicable vesting date: First anniversary such date (each of the dates set forth below being herein called a "Vesting Date"): Percentage of Option Vesting Date Shares Vested ----------------- ------------- First Anniversary __% of Grant Date 25Second Anniversary __% of the shares covered by the Option Second anniversary of the Grant Date 50Third Anniversary __% of the shares covered by the Option Third anniversary of the Grant Date 75% of the shares covered by the Option Fourth anniversary of the Grant Date 100% of the shares covered by the OptionDate (b) If the application of the vesting schedule Except as provided in Section 4(a) would yield a fractional share covered by the Option3(c), such fractional share there shall be rounded down no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the next whole share if it is appropriate Vesting Date, provided that the Participant has not had a Termination of Employment at any time prior to such Vesting Date. --------------------------- (1) Option Price must be no less than 0.5 and rounded up to the next whole share if it is 0.5 or more. (c) To the extent that a portion of the Option has not vested prior to the Participant’s termination of Service (including by reason of the Participant’s death), the Participant shall forfeit all rights hereunder with respect to that unvested portion of the Option as of the date of such termination. (d) In the event of the Participant’s termination of Service by the Company for Cause, the Participant shall forfeit all rights hereunder with respect to the entire Option (i.e., both vested and unvested portions) as of the date of such termination. (e) Notwithstanding anything to the contrary in this Section 4, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the Option shall become 100% vested and exercisable effective as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason other than Cause Fair Market Value (as defined in the Plan) within twentyon the Grant Date. (c) The terms of the employment agreement between the Participant and the Company shall control the vesting of the Option on any Termination. In addition, in the event of: (i) any non-four renewal of the Participant's employment agreement with the Company or (24ii) months following a termination of the Participant's employment by the Company without Cause (as defined in such employment agreement), all unvested Options shall immediately vest and become exercisable. (d) The Option will become fully vested on a Change in Control, the Option shall become 100% vested and exercisable upon such termination. For purposes of this Agreement, the Option awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless (i) the Option is adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Option relates to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchange.

Vesting and Exercise. (The Option shall be exercisable only to the extent vested in accordance with this Section 2. a) Subject The Option shall become vested as to any forfeiture one hundred percent (100%) of the Option Shares on the third anniversary of the Grant Date, provided that Employee remains continuously in Employment by the Company through such date. b) Notwithstanding Section 2(a) hereof, but subject to the provisions in of this Agreement or in the PlanSection 2(b) hereof, the Option shall vest become vested in one hundred percent (100%) of the Option Shares on the date of Employee’s death or Disability or upon a Change in Control. Death, Disability, and Change in Control are the only events that accelerate the vesting of the Option granted under this Agreement. c) Notwithstanding Section 2(a) hereof, but subject to the provisions of this Section 2(b) hereof, the Option shall become vested for Retirement and Termination of Employment without Cause as follows: i) Option shall become vested as to a number of Option Shares (rounded to the whole nearest share) equal to the product of (A) the total number of Option Shares, multiplied by (B) a fraction, (y) the numerator equals the number of whole or partial calendar months which have elapsed from the Grant Date, and (z) the denominator of which is 36. d) Any portion of the Option that is not, or shall not have become, vested as of the termination of Employee’s Employment by the Company, shall be forfeited to the Company effective on the termination date of Employee’s Employment by the Company. Any portion of the Option that is or shall have become vested as of the termination of Employee’s Employment by the Company, shall be exercisable in accordance with the following schedule provided that the Participant has not had a termination applicable terms of Service for any reason prior this Agreement. e) Subject to the applicable vesting date: First anniversary of the Grant Date 25% of the shares covered by the Option Second anniversary of the Grant Date 50% of the shares covered by the Option Third anniversary of the Grant Date 75% of the shares covered by the Option Fourth anniversary of the Grant Date 100% of the shares covered by the Option (b) If the application of the vesting schedule in Section 4(a) would yield a fractional share covered by the Option, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more. (c) To the extent that a portion of the Option has not vested prior to the Participant’s termination of Service (including by reason of the Participant’s death), the Participant shall forfeit all rights hereunder with respect to that unvested portion of the Option as of the date of such termination. (d) In the event of the Participant’s termination of Service by the Company for Cause, the Participant shall forfeit all rights hereunder with respect to the entire Option (i.e., both vested and unvested portions) as of the date of such termination. (e) Notwithstanding anything to the contrary in this Section 4, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreementforegoing, the Option shall become 100% vested be exercisable, and exercisable effective as of immediately prior Employee shall have the right to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, purchase the Option shall become 100% vested Shares, from time to time and exercisable upon such termination. For purposes of this Agreementin whole or in part, the Option awarded hereunder will not be considered to be assumed, continued, converted or replaced only if Employee is in Employment by the resulting entity in connection with Company on the Change in Control unless (iexercise date, except as provided under Section 3 or Section 4, as applicable. f) Eligibility for this FY 201_ LTIP is based on the Option employee being actively employed on the day the grant is adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Option relates to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchangegranted.

Vesting and Exercise. (a) Subject to any forfeiture provisions in the limitations of this Agreement or in Agreement, and unless the PlanParticipant chooses to exercise the Option prior to vesting pursuant to paragraph 4, the Option shall vest become exercisable with respect to one-fourth (1/4) of the Covered Shares on January 15, 2002 (but only if the Date of Termination has not occurred before such date) and become with respect to one--forty-eighth (1/48) of the Covered Shares on the 15th day of each month thereafter, continuing until such time as the option is fully exercisable (but only if the Date of Termination has not occurred before the respective vesting dates). (b) Covered Shares as to which the Option is exercisable in accordance with the following schedule provided that the Participant has not had a termination this paragraph 3 (regardless of Service for any reason prior to the applicable vesting date: First anniversary of the Grant Date 25% of the shares covered by whether the Option Second anniversary of the Grant Date 50% of the shares covered by has been exercised with respect to those shares) are sometimes referred to as "vested shares," and Covered Shares as to which the Option Third anniversary of the Grant Date 75% of the shares covered by is not exercisable in accordance with this paragraph 3, until such time as the Option Fourth anniversary would have become exercisable with respect to those shares (regardless of whether the Grant Date 100% of the Option has been exercised with respect to those shares covered by the Option (bin accordance with paragraph 4) If the application of the vesting schedule in Section 4(a) would yield a fractional share covered by the Option, such fractional share shall be rounded down are sometimes referred to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or moreas "unvested shares." (c) To If the extent that Participant is employed by the Company or an Affiliate at the time of a portion of Change in Control and the Option has not vested prior to the Participant’s termination of Service (including by reason of the Participant’s death)Participant is offered a position with comparable responsibilities and compensation, the Participant shall forfeit become vested in all rights hereunder with respect to that unvested portion of options held by the Option as of Participant at the date of such terminationthe Change in Control. If the Participant is employed by the Company or an Affiliate at the time of a Change in Control and the Participant is not offered a position with comparable responsibilities and compensation, the Participant shall become vested in all unvested options held by the Participant at the date of the Change in Control. The acceleration of vesting as provided in this paragraph shall similarly apply to the vesting of unvested shares purchased by the Participant under the Option. (d) In If the event of the Participant’s termination of Service Participant is terminated by the Company at any time after the Grant Date for Cause, the Participant shall forfeit all rights hereunder with respect to the entire Option (i.e., both vested and unvested portions) as of the date of such termination. (e) Notwithstanding anything to the contrary in this Section 4, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the Option shall become 100% vested and exercisable effective as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason reasons other than Cause (as defined in his employment letter agreement), the PlanParticipant shall be credited with 6 months of additional vesting service for purposes of (i) within twenty-four the vesting of Options, and (24ii) months following the Change in Controlvesting of unvested shares purchased by the Participant under an Option. (e) Notwithstanding the foregoing provisions of this paragraph 3, the Option shall become 100% fully vested and exercisable immediately prior to the Date of Termination, if the Date of Termination occurs by reason of the Participant's death or Disability. The Option may be exercised on or after the Date of Termination only as to that portion of the Covered Shares for which it was exercisable (or became exercisable) immediately prior to the Date of Termination. (f) The Participant acknowledges that the option to purchase shares granted to the Participant pursuant to the Former Option Agreement will be canceled by the Company upon such termination. For purposes the execution of this Agreement, the Option awarded hereunder will not be considered to be assumed, continued, converted or replaced . Any attempt by the resulting entity in connection with Participant to exercise the Change in Control unless (i) the Option is adjusted right to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Option relates to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchange.purchase

Vesting and Exercise. The Option may be exercised only to the extent it is vested, provided Employee is employed by the Company on such anniversary dates and events stated below and has served continuously and without interruption in the employment of the Company from the date of grant of the Option until such anniversary date and event, except that any leave of absence for periods and purposes conforming to the personnel policies of the Company or approved by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) shall not cause Employee to fail to satisfy either of such conditions. (a) Subject to any forfeiture provisions in this Agreement or in Eighty thousand (80,000) shares shall vest over four years: On each of the Planfirst four anniversary dates of the date of grant of the Option, the Option shall 20,000 shares will vest and become exercisable in accordance (any shares so vested, the “Vested Shares”) However, if the Employee ceases to be employed with the following schedule provided that Company after the Participant has not had a termination of Service for any reason prior to the applicable vesting date: First first anniversary of the Grant Date 25% date of grant of the shares covered Option, the Option will vest and become exercisable with respect to the percentage of Option Shares equal to (i) the number of full calendar months of service with the Company by the Employee from the date of grant of the Option Second to the date of cessation of employment with the Company divided by (ii) 48 (the shares so vested, also “Vested Shares”). If the Employee ceases to be employed with the Company before the first anniversary of the Grant Date 50% date of grant of the Option, the Option will terminate and become null and void with no Option Shares becoming Vested Shares. The Option shall be exercisable, and Employee shall have the right to purchase shares covered hereunder, from time to time and in whole or in part, only if Employee is employed by the Option Third anniversary of Company on the Grant Date 75% of the shares covered by the Option Fourth anniversary of the Grant Date 100% of the shares covered by the Optionexercise date (except as provided under paragraphs 5 and 6 hereof) and only with regard to Vested Shares. (b) If Twenty thousand (20,000) shares will vest and become exercisable (any shares so vested, the application “Vested Shares”) when the Company secures funds to cover all of the vesting schedule in Section 4(a) would yield a fractional share covered by the Option, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more2006. (c) To Twenty thousand (20,000) shares will vest and become exercisable (any shares so vested, the extent that a portion “Vested Shares”) at the end of the Option first quarter the Company has not vested prior to the Participant’s termination of Service (including by reason of the Participant’s death), the Participant shall forfeit all rights hereunder with respect to that unvested portion of the Option as of the date of such terminationpositive gross profit. (d) In Thirty thousand (30,000) shares will vest and become exercisable (any shares so vested, the event “Vested Shares”) at the end of the Participant’s termination of Service by first quarter the Company for Cause, the Participant shall forfeit all rights hereunder with respect to the entire Option (i.e., both vested and unvested portions) as of the date of such terminationhas positive cash flow. (e) Notwithstanding anything to the contrary in this Section 4, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the Option shall become 100% vested and exercisable effective as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, the Option shall become 100% vested and exercisable upon such termination. For purposes of this Agreement, the Option awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless (i) the Option is adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Option relates to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchange.

Vesting and Exercise. (a) Subject to any forfeiture provisions Except as set forth in this Agreement or in the PlanSection 3(c), the Option shall vest and become exercisable in installments as provided below, which shall be cumulative. To the extent that the Option has become vested and exercisable as provided below, the Option thereafter may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration or earlier termination of the Option as provided herein and in accordance with Section 6.3(d) of the Plan, including, without limitation, the filing of such written form of exercise notice, if any, as may be required by the Committee or the Company and the payment in full of the Option Price multiplied by the number of Option Shares underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. The following schedule table indicates each date upon which the Participant shall be vested and entitled to exercise the Option with respect to the percentage of the Option Shares indicated beside such date, provided that the Participant has not had a termination Termination of Service for Employment any reason time prior to the applicable vesting date: First anniversary such date (each of the dates set forth below being herein called a “Vesting Date”): Vesting Date Shares Vested First Anniversary of Grant Date 2525 % Second Anniversary of the shares covered by the Option Second anniversary of the Grant Date 5050 % Third Anniversary of the shares covered by the Option Third anniversary of the Grant Date 7575 % Fourth Anniversary of the shares covered by the Option Fourth anniversary of the Grant Date 100% of the shares covered by the Option100 % (b) If the application of the vesting schedule in Section 4(a) would yield a fractional share covered by the Option, such fractional share There shall be rounded down no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the next whole share if it is less than 0.5 and rounded up appropriate Vesting Date, provided that the Participant has not had a Termination of Employment at any time prior to the next whole share if it is 0.5 or moresuch Vesting Date. (c) To the extent that The Option will become fully vested on a portion of the Option has not vested prior to the Participant’s termination of Service (including by reason of the Participant’s death), the Participant shall forfeit all rights hereunder with respect to that unvested portion of the Option as of the date of such terminationChange in Control. (d) In consideration for the event grant of the Participant’s termination Option and in addition to any other remedies available to the Company, the Participant acknowledges and agrees that the Option is subject to the provisions in the Plan regarding any Detrimental Activity. If the Participant engages in any Detrimental Activity prior to the exercise of Service by the Company for CauseOption, then the Option shall terminate and expire as of the date the Participant engaged in such Detrimental Activity. As a condition of the exercise of the Option, the Participant shall forfeit all rights hereunder with respect be required to certify (or be deemed to have certified) at the time of exercise in a manner acceptable to the entire Option (i.e., both vested Company that the Participant is in compliance with the terms and unvested portions) as conditions of the date Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity. If the Participant engages in any Detrimental Activity, then, in accordance with the terms of such termination. (e) Notwithstanding anything the Plan, the Company shall be entitled to recover from the Participant, and the Participant shall pay over to the contrary in this Section 4Company, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the Option shall become 100% vested and exercisable effective as of immediately prior an amount equal to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, the Option shall become 100% vested and exercisable upon such termination. For purposes of this Agreement, the Option awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless (i) the Option is adjusted to prevent dilution of the Participant’s rights hereunder gain realized as a result of the Change in Control, and exercise (ii) immediately after whether at the Change in Control, the Option relates to shares time of common stock in the resulting entity which are publicly traded and listed on a national securities exchangeexercise or thereafter).