The failure of an Eligible Employee to deliver an Election Notice to the Company in a timely manner to purchase all shares covered by an Option before the Expiration Date of that Option will be conclusively deemed to be an election by the Eligible Employee not to purchase, and a forfeiture of his rights to purchase, any and all such remaining shares covered by that Option; and on the Expiration Date that Option shall immediately terminate and be of no further force or effect.

Option Notice. Legacy shall notify Primary immediately in writing upon # Ag Partner’s exercise of its Option under the Existing Ag Agreement to be granted exclusive rights to make, have made, use, sell, and import Viamet Derived Products incorporating any particular VDC or Derivatives thereof and # the expiration of the Option Term with respect to any VDC, specifying in such notice the identity and structure of the VDC subject to such exercise or expiration and the date of any such exercise or expiration.

The maximum period in which an Option may be exercised shall be determined by the Committee on the date of grant, except that no Option shall be exercisable after the expiration of ten years from the date such Option was granted (five years from the date such Option was granted in the event of an Incentive Stock Option granted to a Ten Percent Shareholder).

Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no event after the Option Expiration Date as specified in the Stock Option Grant Notice.

All rights to purchase shares of Stock pursuant to an Incentive Stock Option shall cease as of such option’s Expiration Date.

Option Term. The term of each Option shall be fixed by the Committee in its sole discretion; provided that no Option shall be exercisable after the expiration of ten (10) years from the date the Option is granted, except in the event of death or disability.

Option. On the terms and conditions set forth in the 2005 Stock Option Plan (the “Plan”) and this Stock Option Agreement (“Agreement”), [[Organization A:Organization]], a California corporation (the “Corporation”) grants to , ☐ an Employee or ☐ an Outside Director or ☐ a Consultant (the “Optionee”), on ,20 (the “Date of Grant”), the option to purchase ( ) shares of Common Stock (the “Option Shares”), at the Exercise Price per share of $ (the “Exercise Price”) (not to be less than eighty-five percent [85%] of Fair Market Value, or one hundred percent [100%] of Fair Market Value for Ten Percent Holders). This Option is intended to be ☐ an ISO (Employees only) or ☐ an NQSO. This Option will expire ☐ sixty (60) months after the Date of Grant (maximum for an ISO granted to a Ten Percent Holder) or ☐ one hundred twenty (120) months after the Date of Grant (maximum) or ☐ . Vesting of this grant shall commence on ,20 (“Initial Vest Date”).

Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of [[Organization B:Organization]] (the “Company”) pursuant to the Company’s (choose one) ☐ 2006 Equity Incentive Plan or ☐ 2004 Equity Incentive Plan or the ☐ Taxcient, Inc. 2005 Stock Option Plan (each, a “Plan”), my Stock Option Agreement (the “Option Agreement”) and/or my Notice of Grant of Stock Option (the “Notice”), as follows:

Option. This Option is a non-qualified stock option that is intended to conform in all respects with the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (the “Plan”), a copy of which will be supplied to you upon your request, and the provisions of which are incorporated herein by reference. This Option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

In all events the Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by [Section 5.2]. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement.