Acceleration of Vesting. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time that allows the Optionee the ability to participate in the Change in Control with respect to the shares of Common Stock subject to the Option.

Acceleration of Vesting.Exercisability Upon Change in Control. In the event of a Change in Control, notwithstandingControl (as defined in the Plan), any provision of the Plan oroutstanding Option granted under this Agreement to the contrary, the Option shall become immediatelynot previously vested and exercisable with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of vestingshall become fully vested and exercisabilityexercisable and shall occur in a manner and at a time that allows the Optionee the ability to participate in the Change in Control with respect to the shares of Common Stock subject to the Option.remain exercisable thereafter until they are either exercised or expire by their terms.

In the event of a Change in Control, notwithstanding any provisionControl (as defined in the Option Plan) the vesting and the right to exercise the initial options shall accelerate; i) for the number of shares equal to the number of months of full-time employment as of the Plan or this Agreement todate of a change of control divided by forty eight (i.e., number of months of employment divided by 48), as well as, ii) the contrary, the Option shall become immediately vested and exercisable with respect to 100%additional amount of 50% of all of your unvested (as of the sharesdate of a Change of Control after the acceleration granted in # above) options shall vest in full subject to the Option. Tocompany’s standard Change of Control language for its senior executives. In the extent practicable, such accelerationevent the acquirer or successor party does not assume or convert 100% of your remaining unvested shares after accelerated vesting in [(i) and exercisability shall occur in a manner and at a time that allows the Optionee the ability to participate in(ii) above]e] as part of the Change of Control or does not offer equivalently valued new options and incentives to you, then 100% of your remaining unvested share options will vest in Control with respectfull immediately prior to consumption of the sharesChange of Common Stock subject to the Option.Control.

Accelerated Vesting of Vesting. In the eventCertain Options Upon Occurrence of a Change in Control, notwithstanding any provisionControl. Upon the occurrence of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time that allows the Optionee the ability to participate in the Change in Control with respecteach outstanding stock option held by Executive that was granted by the Company to Executive prior to the sharesdate of Common Stock subjectan initial public offering of the Company's common stock shall, to the Option.extent not previously vested, become fully vested.

Upon the occurrence of Vesting.a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the eventCommittee may also determine that, upon the occurrence of a Change in Control, notwithstanding any provisioneach outstanding Option shall terminate within a specified number of the Plan or this Agreementdays after notice to the contrary, the OptionOptionee thereunder, and each such Optionee shall become immediately vested and exercisablereceive, with respect to 100%each share of Company Stock subject to such Option, an amount equal to the excess of the Fair Market Value of such shares subjectimmediately prior to the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time that allows the Optionee the ability to participate in the Change in Control with respect toover the sharesexercise price per share of Common Stock subject tosuch Option; such amount shall be payable in cash, in one or more kinds of property (including the Option.property, if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion.

Upon the occurrence of Vesting.a “Change in Control” (as hereinafter defined), the Committee may accelerate the vesting and exercisability of outstanding Options, in whole or in part, as determined by the Committee in its sole discretion. In its sole discretion, the eventCommittee may also determine that, upon the occurrence of a Change in Control, notwithstanding any provisioneach outstanding Option shall terminate within a specified number of the Plan or this Agreementdays after notice to the contrary, the OptionOptionee thereunder, and each such Optionee shall become immediately vested and exercisablereceive, with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time that allows the Optionee the ability to participate in the Change in Control with respect to the shareseach share of Common Stock subject to such Option, an amount equal to the Option.excess of the Fair Market Value of such shares immediately prior to such Change in Control over the exercise price per share of such Option; such amount shall be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion.