MEAN THE STOCK
PURCHASE AGREEMENT (IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) WHICH
GRANTS THE CORPORATION THE RIGHT TO REPURCHASE, AT THE EXERCISE PRICE, ANY AND
ALL UNVESTED OPTION SHARES HELD BY OPTIONEE AT THE TIME OF OPTIONEE'S CESSATION
OF BOARD SERVICE AND WHICH PRECLUDES THE SALE, TRANSFER OR OTHER DISPOSITION OF
ANY PURCHASED OPTION SHARES WHILE THOSE SHARES ARE UNVESTED AND SUBJECT TO SUCH
REPURCHASE RIGHT.
U.
"VESTING SCHEDULE" SHALL MEAN THE VESTING
SCHEDULE SPECIFIED IN THE GRANT NOTICE, PURSUANT TO WHICH THE OPTION SHARES WILL
VEST IN ONE OR MORE INSTALLMENTS OVER THE OPTIONEE'S PERIOD OF BOARD SERVICE,
SUBJECT TO ACCELERATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT.