(iv) Payment for Awards in Lieu of Exercise. Notwithstanding the foregoing, in
the event an Award will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may not exercise such Award but will receive a payment, in such
form as may be determined by the Board, equal in value, at the effective time, to the excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including, at the discretion of the
Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection with such exercise.
(d) Change in Control. An Award may be subject to additional acceleration of vesting and exercisability upon or after a Change
in Control as may be provided in the Award Agreement for such Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.
9. EARLIER TERMINATION OR SUSPENSION OF THE
PLAN.
The Board may suspend or terminate the Plan at any time. No Awards may be granted under the Plan while the Plan
is suspended or after it is terminated.
10. EFFECTIVE DATE OF PLAN.
The Plan will come into existence on the Effective Date.
11. CHOICE OF LAW.
The laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without
regard to that states conflict of laws rules.
12. DEFINITIONS. As used in the Plan, the following definitions
will apply to the capitalized terms indicated below:
(a) Affiliate means, at the time of determination,
any parent or subsidiary of the Company as such terms are defined in Rule 405 of the Securities Act. The Board will have the authority to determine the time or times at which parent or subsidiary
status is determined within the foregoing definition.
(b) Award means a Nonstatutory Stock Option.
(c) Award Agreement means a written agreement between the Company and a Participant evidencing the terms and
conditions of an Award.
(d) Board means the Board of Directors of the Company.
(e) Capitalization Adjustment means any change that is made in, or other events that occur with respect to,
the Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, large nonrecurring cash dividend, stock