(iv) the Expiration Date.
In the event of your death, the exercisable Options may be exercised by your executor, personal representative, or the person(s) to whom the Options are
transferred by will or the laws of descent and distribution.
(c) Misconduct. The Options will terminate in their entirety,
regardless of whether the Options are then exercisable, immediately upon your discharge from Service for Cause, or upon your commission of any of the following acts during the exercise period following your Termination of Service: (i) fraud on
or misappropriation of any funds or property of the Company, or (ii) your breach of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, or other similar agreement executed by you for the benefit of the Company, as determined by the Administrator, which determination will be conclusive.
(d) Change in Status. In the event that your Service is with a business, trade or entity that, after the Grant Date, ceases for any
reason to be part or an Affiliate of the Company, your Service will be deemed to have terminated for purposes of this Section 3 upon such cessation if your Service does not continue uninterrupted immediately thereafter with the Company or an
Affiliate of the Company.
4. Nontransferability of Options. These Options and, before exercise, the underlying Shares are
nontransferable otherwise than by will or the laws of descent and distribution and, during your lifetime, the Options may be exercised only by you or, during the period you are under a legal disability, by your guardian or legal representative;
provided, that except as otherwise restricted by applicable law, the Administrator may, but need not, permit the Options to be transferred to your Family Member (as defined below) as a gift or pursuant to a domestic relations order in settlement
of marital property rights; provided further that the Administrator shall not permit any transfer of the Options for value. Except as provided above, the Options and, before exercise, the underlying Shares may not be assigned, transferred,
pledged, hypothecated, subjected to any put equivalent position, call equivalent position (as each preceding term is defined by Rule 16(a)-1 under the Securities Exchange Act of 1934),
or short position, or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. For purposes of this Section 4, Family Member means any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in- law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing your
household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or you) control the management of assets, and any other entity in which these
persons (or the Participant) own more than 50% of the voting interests. The following transactions are not prohibited transfers for value: (i) a transfer under a domestic relations order in settlement of marital property rights; and (ii) a
transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or you) in exchange for an interest in that entity.
5. Nonqualified Nature of the Options. The Options are not intended to qualify as incentive stock options within the meaning of
Code section 422, and this Agreement shall be so construed. You hereby acknowledge that, upon exercise of the Options, you will recognize compensation income in an amount equal to the excess of the then Fair Market Value of the Shares over the
Exercise Price and must comply with the provisions of Section 6 of this Agreement with respect to any tax withholding obligations that arise as a result of such exercise.
6. Withholding of Taxes.
(a) At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll or any other payment of any kind due to you and otherwise agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Options. The
Company may require you to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing Shares.
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