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.

Duration. Options granted hereunder shall be for such term as the Committee shall determine, provided that # no Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date it is granted (five (5) years in the case of an Incentive Stock Option granted to a Ten-Percent Shareholder) and # no Nonqualified Stock Option shall be exercisable after the expiration of ten (10) years and one (1) day from the date it is granted.

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.

Expiration of Stock Options. Any stock options to which this Amendment applies shall not terminate under any other provisions of the applicable option agreement or the applicable Plan on account of the termination of the Employee’s employment with the Company and all of its subsidiaries, but rather shall terminate upon the original expiration date of the stock option.

Expiration Date of Option: [Note: for ISO, cannot be longer than 10 years from date of grant, or 5 years in case of a Greater Than 10% Shareholder]

All stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until their expiration date; and

Notwithstanding the foregoing, if a Participant dies after his or her Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of # the Option Expiration Date and # the one-year anniversary of the date of death, unless the Committee determines otherwise.

“Liquidation Date” means either (i) the Closing Date, in the case that Company or the Designated Purchaser acquires the Program Assets pursuant to the DIC Purchase Option or (ii) the later of the Agreement Termination Date, the Purchase Option Expiration Date, and the end of the Soft Landing Period, in the case that the Designated Purchaser does not acquire the Program Assets pursuant to the DIC Purchase Option.

Period of Option and Right to Exercise. The term of this Option is ten (10) years from the Date of Grant. The termination date of this Option is the day preceding the tenth anniversary of the Date of Grant. This Option may not, in any event, be exercised prior to the first anniversary of the Date of Grant or subsequent to the expiration date of this Option. Subject to the provisions of paragraphs 3 and 4 above, this Option shall become exercisable as follows: fifty percent (50%) on the first anniversary of the grant date, twenty-five percent (25%) on the second anniversary of the grant date and twenty-five percent (25%) on the third anniversary of the grant date, becoming fully exercisable on the third anniversary of the Date of Grant. Once the right to purchase shares has accrued, such shares may thereafter be purchased at any time, or in part from time to time, until the expiration date of this Option, subject to the provisions of paragraphs 3 and 4 above and paragraph 6 below. In no case may this Option be exercised for a fraction of a share.