(c) In the event that the Company is a party to a Change of Control Transaction as such termis defined in the Plan, the Option shall be subject to the definitive agreement governing theChange of Control Transaction. Such transaction agreement may provide, without limitation and in amanner that is binding on all parties, for:(i) The continuation of the Option (but adjusted to reflect the transaction terms) by theCompany (if the Company is the surviving corporation);(ii) The assumption, substitution or replacement with equivalent awards of the Option (butadjusted to reflect the transaction terms) by the surviving corporation or its parent;(iii) The accelerated vesting, or lapse of repurchase rights or forfeiture conditionsapplicable to, and accelerated expiration or termination of, the Option; or(iv) The settlement of the Option (including termination thereof) in cash.4. Effect of Resignation or Removal from the Board.(a) In the event that Optionee shall cease to be a member of the Board for any reason otherthan for cause (as defined in Section 4(b) hereof), Optionee, or in the case of Optionee’s death ordisability (within the meaning of Code Section 22(e)) personal representatives or administrators,or guardians of Optionee, as applicable, or any person or persons to whom the Option is transferredby will or the applicable laws of descent and distribution, shall have the right to exercise theOption at any time within five (5) years after such resignation or removal from the Board to theextent of the full number of shares Optionee was entitled to purchase under the Option on the dateof resignation or removal; *provided, however*, that, in any case, this Option shall not beexercisable after the Expiration Date.(b) In the event that Optionee shall cease to be a member of the Board of the Company uponremoval by its stockholders for cause, pursuant to Section 141(k) of the Delaware GeneralCorporation Law (the “DGCL”) or any successor section thereto, the Option shall be terminated as ofthe time of such removal. The Board shall determine whether such removal was for cause inaccordance with the Company’s certificate of incorporation and bylaws and the DGCL.5. Manner of Exercise.(a) The Option may be exercised in whole or in part from time to time only by Optionee orother proper party, as provided herein, by delivering within the period during which the Option isexercisable hereunder written notice to the Company at its principal office. The notice shallstate the number of shares as to which the Option is being exercised and be accompanied by paymentin full for all shares designated in the notice.(b) Optionee may pay the Option price in cash, by check (bank check, certified check orpersonal check), by money order, or with the approval of the Compensation Committee, and to theextent permitted by law, (i) by delivering to the Company for cancellation shares of Common Stock of the Company with a fair market value as of the date of exercise equal to theexercise price of the Option or the portion thereof being paid by tendering such shares or (ii) bydelivering to the Company a combination of cash and Common Stock of with an aggregate fair marketvalue equal to the exercise price of the Option. For these purposes, the fair market value of theCompany’s shares of Common Stock of the Company as of any date shall be as reasonably determined bythe Compensation Committee pursuant to the Plan.
 
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6. Notices.All notices or other communications which are required or permitted hereunder shall be deemedto be sufficient if contained in a written instrument given by personal delivery, air courier orregistered or certified mail, postage prepaid, return receipt requested, addressed to such party atthe address set forth below or such other address as may thereafter be designated in a writtennotice from such party to the other party:if to the Company, to:Attention: Chief Financial Officer