Employee Stock Option Exercise Agreement

EMPLOYEE STOCK OPTION EXERCISE AGREEMENT

PARTIES AND PLAN

This Employee Stock Option Exercise Agreement (the Agreement) is made and entered into by and between Employee Name: and Employer Name: .

This exercise is made pursuant to the terms of the Employer's stock incentive plan and the option grant identified below.

OPTION GRANT DETAILS

Plan Name:    Grant Number/ID:

Grant Date:    Class of Stock:

Number of Options to be Exercised:    Exercise Price per Share (USD):

Total Purchase Price (USD):    Exercise Date:

PAYMENT AND SETTLEMENT

Method of Payment (check all that apply):

Cash or certified check    Wire transfer    Employer check    Net-share settlement (sell to cover)    Share withholding to cover price/withholding

If payment is by wire, beneficiary name and account instructions (if applicable):

TAXES AND WITHHOLDING

Employee acknowledges that exercise and any subsequent disposition of shares may give rise to income and other tax liabilities. Employee authorizes Employer to withhold from payroll or otherwise collect any applicable taxes, including social insurance and payroll taxes.

Withholding method (select one):

Withhold from payroll    Employee pays cash    Employer withholds shares to satisfy taxes

REPRESENTATIONS AND WARRANTIES

Employee represents and warrants to Employer that:

1. Employee has full authority and capacity to enter into and perform this Agreement;
2. The funds used for exercise are not derived from unlawful activity;
3. Employee is acquiring the shares for investment for Employee's own account and not with a view to distribution, unless otherwise agreed in writing;
4. Employee will comply with all applicable securities laws and transfer restrictions applicable to the issuance of the shares.

DELIVERY, CERTIFICATES, AND LEGENDS

Certificates or book-entry evidence representing shares issued upon exercise shall be delivered, subject to any required stop-transfer instructions and compliance with any applicable legends, upon receipt of full payment and completion of required withholding. Employee acknowledges that any certificates may bear legends restricting transfer and that Employer may delay issuance pending satisfaction of transfer restrictions.

CONDITIONS AND TERMINATION

This exercise is subject to the conditions of the Plan and the option agreement, including vesting and any post-termination exercise periods. If Employee's service terminates before the Effective Date or if Employee is not entitled to exercise the number of options specified, Employer may, in its sole discretion, reject or adjust this exercise.

GOVERNING LAW AND ENFORCEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified in the Plan. Employee and Employer submit to the exclusive jurisdiction of the appropriate courts for resolution of disputes arising under this Agreement to the extent permitted by law.

PERSONAL AND EMPLOYMENT INFORMATION

EMPLOYMENT HISTORY

EDUCATION

REFERENCES

LEGAL DISCLOSURES

At-Will Employment: Nothing contained in this Agreement is intended to alter the at-will nature of Employee's employment with Employer unless a separate, signed written agreement expressly states otherwise.

Equal Opportunity: Employer is an equal opportunity employer. Employment and all employment-related decisions will be made without unlawful consideration of race, color, religion, sex, national origin, disability, age, veteran status, or other protected status.

Authorization: Employee authorizes Employer and its agents to contact previous employers and references and to conduct any background, credit, or verification checks required in connection with this exercise where permitted by law.

I authorize Employer to contact previous employers and conduct background verification as described above.

EMPLOYEE CERTIFICATION

I certify that all information provided in this Agreement and any attachments is true, correct, and complete to the best of my knowledge. I understand that any material misstatement or omission may constitute grounds for rescission of this exercise and may subject me to appropriate action under applicable plans and law.

I certify the foregoing.

NOTICES

MISCELLANEOUS

This Agreement, together with the Plan and the original option grant, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

EXECUTION

By executing below, the parties confirm their agreement to the terms and conditions set forth herein and acknowledge receipt of a copy of this Agreement.

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