Financial ISO Plan

FINANCIAL ISO PLAN

This Financial ISO Plan sets forth the terms and conditions under which stock options may be granted by the Company to eligible Participants. Company Name: Effective Date:

1. PURPOSE AND SCOPE

The purpose of this Plan is to attract, retain and motivate key personnel by providing an opportunity to acquire an ownership interest in the Company. The Plan applies to employees, directors and consultants designated by the Plan Administrator. The Plan is administered by the Plan Administrator designated below. Plan Administrator:

2. SHARES SUBJECT TO THE PLAN

The aggregate number of Shares reserved and available for issuance under the Plan shall not exceed:

3. ELIGIBILITY

The Plan Administrator shall determine Participant eligibility in its sole discretion. Eligible Participants include Employees, non-employee directors and independent contractors providing bona fide services to the Company. The Company represents that any grants made to Employees shall be consistent with the Employee’s employment relationship and applicable law.

4. OPTION TERMS

Each option grant made under the Plan shall be evidenced by a written Option Agreement that specifies the number of Shares, exercise price, vesting schedule and other provisions consistent with this Plan. Standard terms for an Option Grant are set forth below and may be modified by the Plan Administrator:

5. VESTING SCHEDULE

Vesting shall occur according to the schedule set forth in the Option Agreement. The default schedule is as follows, unless otherwise specified by the Plan Administrator:

6. EXERCISE PROCEDURES

Exercise of vested options requires a written notice to the Company and payment in cleared funds or other consideration acceptable to the Company. Permitted forms of consideration include:

7. TRANSFER RESTRICTIONS AND LEGENDS

Shares issued upon exercise are subject to transfer restrictions, stop-transfer orders and legends as required by the Plan Administrator to ensure compliance with applicable securities laws and Company policy.

8. TERMINATION; FORFEITURE

Unless otherwise provided in the Option Agreement, unvested options are forfeited upon termination of service. Vested options may be exercisable for a limited period following termination as set forth in the Option Agreement. For Cause terminations may accelerate forfeiture as determined by the Plan Administrator.

9. CHANGE IN CONTROL

In the event of a Change in Control, the Plan Administrator may, in its discretion, accelerate vesting, permit assumption or substitution of awards, or provide for cash settlement in whole or in part. The Plan Administrator will document any such action in writing for affected Participants.

10. TAX WITHHOLDING AND REPORTING

Participants are responsible for satisfying all tax withholding and reporting obligations arising from option grants or exercises. The Company may withhold taxes or require payment from the Participant by means acceptable to the Company.

11. ADMINISTRATION; DISCRETION

The Plan Administrator shall have full power to administer the Plan, interpret Plan provisions, resolve ambiguities, and make determinations that shall be final and binding on all persons. The Plan Administrator may delegate ministerial duties but shall retain ultimate authority.

12. AMENDMENT AND TERMINATION

The Company may amend, suspend or terminate the Plan at any time, subject to any required approval by the Board of Directors or shareholders. No amendment shall materially impair previously granted and vested rights without the Participant's consent, except as required by law.

13. REPRESENTATIONS AND WARRANTIES

The Company represents that, to the best of its knowledge, the Plan and each Option Agreement shall be validly authorized and, when issued and delivered in accordance with the Plan and Option Agreement, shares issued upon exercise will be legally issued, fully paid and nonassessable.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Plan and all Option Agreements shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to choice-of-law principles. Governing Jurisdiction:

15. NOTICES

Notices to the Company or Participants shall be delivered in writing to the addresses set forth below or as otherwise indicated in the Option Agreement.

16. MISCELLANEOUS

Severability: If any provision of the Plan is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any right under the Plan shall be effective unless in writing and signed by the party granting the waiver.

17. ACKNOWLEDGMENTS

By their signatures below, the parties acknowledge that they have read and understand the terms and conditions of this Financial ISO Plan and that the Plan may be administered and amended as provided herein.

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