Options Grant Agreement

OPTIONS GRANT AGREEMENT

This Options Grant Agreement (the "Agreement") is made and entered into as of by and between Company Name: , a (the "Company"), and Optionee Name: (the "Optionee").

RECITALS

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to grant the Optionee an option to purchase shares of the Company's capital stock subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Optionee will render services to the Company as described in the Optionee's engagement and the Board wishes to provide an incentive for the Optionee to promote the Company's interests by granting an option to purchase shares of the Company's capital stock upon the terms set forth herein.

WHEREAS, the grant of this option is subject to (and shall be effective upon) the terms and conditions of the Company's equity plan and any applicable grant notices and administrative rules adopted by the Board.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF OPTION

1.1 Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to the Optionee an option (the "Option") to purchase shares of the Company's (the "Shares") at an exercise price of $ per Share (the "Exercise Price"), subject to adjustment as provided in Section 7.

1.2 Option Type. The Option is intended to be: Incentive Stock Option Nonqualified Stock Option. If both boxes are left unchecked, the Option shall be treated as a Nonqualified Stock Option for all purposes.

2. VESTING AND EXERCISE

2.1 Vesting Commencement Date. Vesting shall commence on (the "Commencement Date"), subject to the Optionee's continuous provision of services to the Company.

2.2 Vesting Schedule. The Option shall vest according to the following schedule unless modified by a written grant notice or agreement:

2.3 Acceleration. Vesting acceleration upon termination, change-in-control, or other events, if any, shall be governed by written terms set forth in the grant notice or by a separate written agreement executed by the Company and the Optionee.

2.4 Exercise Procedure. To exercise the Option in whole or in part, the Optionee must deliver to the Company a written notice of exercise, in the form prescribed by the Company, specifying the number of Shares to be purchased, together with payment of the Exercise Price and any applicable withholding obligations in accordance with Section 5.

3. TERM AND EXPIRATION

Unless earlier terminated as provided herein, the Option shall expire on (the "Expiration Date"), or upon such earlier date as set forth in the applicable equity plan or this Agreement.

4. PAYMENT AND WITHHOLDING

4.1 Payment Methods. Payment of the Exercise Price shall be made by (select method): Cash or certified funds Company check Net exercise or other method approved by the Company.

4.2 Withholding. The Company shall have the right to require the Optionee to satisfy any federal, state or local tax withholding obligations arising from the grant, vesting or exercise of the Option, including by withholding Shares otherwise issuable to the Optionee, or by requiring payment in cash or other acceptable forms.

5. TRANSFERABILITY AND RESTRICTIONS

5.1 Nontransferability. Except as otherwise provided in the applicable equity plan, the Option and any interest therein shall not be transferable by the Optionee other than by will or the laws of descent and distribution and shall be exercisable, during the Optionee's lifetime, only by the Optionee.

5.2 Legends and Restrictions. Shares issued upon exercise of the Option may bear legends or other restrictions necessary to ensure compliance with applicable securities laws and the terms of any shareholder agreement or the Company's governing documents.

6. ADJUSTMENTS UPON CORPORATE EVENTS

6.1 Adjustment Events. In the event of any reorganization, recapitalization, stock split, reverse split, stock dividend, merger, consolidation, combination of shares, exchange of shares, subdivision, or other similar corporate transaction affecting the Shares, the number and kind of shares subject to the Option and the Exercise Price shall be adjusted to reflect such transaction in a manner determined by the Board in good faith to be proportional and equitable.

6.2 Change in Control. In the event of a Change in Control, the treatment of outstanding Options shall be governed by the Company's equity plan and any applicable agreement; provided, that the Board may, in its discretion, provide for cash-out, assumption, substitution or acceleration of vesting as set forth in the applicable plan or grant notice.

7. REPRESENTATIONS AND WARRANTIES

7.1 Company Representations. The Company represents that it has the corporate power and authority to enter into this Agreement and to grant the Option and that, upon issuance in accordance with this Agreement and the applicable plan, the Shares will be duly authorized, validly issued, fully paid and nonassessable, subject to any restrictions set forth herein.

7.2 Optionee Representations. The Optionee represents and warrants that the Optionee is acquiring the Option and any Shares pursuant to this Agreement for investment for the Optionee's own account and not for resale in violation of applicable securities laws, and that the Optionee has such knowledge and experience in financial and business matters that the Optionee is capable of evaluating the merits and risks of holding the Option and any Shares.

8. TAX MATTERS

The Optionee acknowledges that the Optionee is solely responsible for any and all tax consequences (federal, state, local and foreign) that may arise as a result of the grant, vesting, exercise, or disposition of the Option and any Shares acquired upon exercise. The Company makes no representation or warranty regarding the tax consequences of this grant. The Company shall have the right to take such actions and withhold amounts as it deems necessary to satisfy applicable withholding obligations.

9. CONFIDENTIALITY; NONCOMPETITION (IF APPLICABLE)

To the extent the Optionee has executed or will execute confidentiality, invention assignment, or restrictive covenants with the Company, such obligations remain in full force and effect and are a condition to the receipt and continued vesting of the Option. Nothing in this Agreement confers upon the Optionee any right to continue in the employ or service of the Company.

10. NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth below (or at such other address as a party may designate by notice):

11. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or waiver of any provision of this Agreement shall be effective only if in writing and signed by the Company and the Optionee. No failure or delay by any party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

12.3 Entire Agreement. This Agreement, together with the applicable equity plan and any written grant notice, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, relating to the subject matter.

13. MISCELLANEOUS

13.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective heirs, successors and permitted assigns.

13.2 Remedies. The parties agree that monetary damages may be an inadequate remedy for breach of certain provisions of this Agreement and that, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to specific performance and injunctive relief.

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