Share Option Agreement

SHARE OPTION AGREEMENT

This Share Option Agreement (the Agreement) is made as of Grant Date: between Company Name: , a corporation organized under the laws of , with principal place of business at (the Company), and Optionholder Name: , an individual residing at (the Optionholder). The Company and the Optionholder are each a Party and collectively the Parties.

RECITALS

WHEREAS, the Company desires to grant to the Optionholder an option to purchase shares of the Company's capital stock to provide incentives and align the interests of the Optionholder with those of the Company; and

WHEREAS, the Optionholder desires to accept the grant of an option on the terms and subject to the conditions set forth in this Agreement.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

(a) "Option" means the right granted under Section 2 to purchase Option Shares upon the terms set forth in this Agreement.

(b) "Option Shares" means the aggregate number of shares subject to the Option as specified in Section 2.

(c) "Exercise Price" means the price per Option Share payable on exercise as set forth in Section 2.

2. GRANT OF OPTION

Subject to the terms and conditions of this Agreement and any applicable shareholder or stock incentive plan of the Company, the Company hereby grants to the Optionholder a non-transferable option to purchase shares of (the Option Shares) at an exercise price per share equal to (Exercise Price). The Option is granted as of Grant Date: .

3. VESTING

The Option shall vest in accordance with the vesting schedule set forth below, subject to the Optionholder's continuous service with the Company through each applicable vesting date. Vesting shall commence on Commencement Date: .

In the event of a Change of Control (as defined below), shall accelerate vesting as set forth in the Company's applicable plan or as otherwise agreed in writing. "Change of Control" means a transaction or series of related transactions resulting in the acquisition of control of the Company.

4. EXERCISE OF OPTION

The Option may be exercised, to the extent vested, in whole or in part by delivering to the Company a written notice of exercise in the form reasonably prescribed by the Company, together with payment of the Exercise Price for the number of Option Shares to be purchased and any applicable tax withholding. The Option shall terminate upon the earliest of: (a) full exercise of the Option; (b) expiration of the Option Term; or (c) termination pursuant to Section 11.

Option Term (in years):

5. TRANSFER RESTRICTIONS; LEGEND

The Option and any rights under this Agreement are not transferable other than by will or by the laws of descent and distribution and are exercisable during the Optionholder's lifetime only by the Optionholder. Certificates evidencing Option Shares, if any, issued upon exercise shall bear an appropriate legend restricting transfer and noting compliance with applicable securities laws and this Agreement. The Company may refuse to issue or register any transfer of shares acquired upon exercise until such requirements are satisfied.

6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

In the event of any subdivision, combination, reclassification, stock dividend or other change in the capital structure of the Company affecting the outstanding shares, the number and kind of Option Shares and the Exercise Price shall be equitably adjusted by the Board of Directors in accordance with customary practice to prevent dilution or enlargement of rights. Any determination by the Board with respect to such adjustment shall be final and binding on the Parties.

7. RIGHTS PRIOR TO EXERCISE

Until the Option is exercised and the Option Shares are issued, the Optionholder shall have no rights as a shareholder with respect to the Option Shares, including voting rights or rights to dividends, except as expressly provided by the Board or required by applicable law.

8. TAXES AND WITHHOLDING

The Company may require the Optionholder to remit to the Company, or to make arrangements satisfactory to the Company regarding, payment of any federal, state, local or foreign taxes required to be withheld upon exercise or disposition of Option Shares. The Optionholder acknowledges and agrees that the Company may withhold shares, cash or require cash payment to satisfy any such obligations.

9. REPRESENTATIONS AND WARRANTIES

(a) The Company represents and warrants that it has the corporate power and authority to enter into this Agreement and to grant the Option in accordance with its organizational documents and any applicable plan, and that upon issuance in accordance with this Agreement, the Option Shares will be duly authorized and validly issued, fully paid and nonassessable.

(b) The Optionholder represents and warrants that the Optionholder is acquiring the Option for investment and not with a view to distribution, that the Optionholder has full power and authority to enter into this Agreement, and that the representations in this Agreement are true and correct on and as of the date hereof.

10. COVENANTS

The Optionholder shall, at the Company's request, execute and deliver to the Company any documents reasonably necessary to effect issuance of Option Shares upon exercise, including an agreement in form and substance reasonably satisfactory to the Company concerning transfer restrictions and compliance with securities laws.

11. TERMINATION

Unless earlier terminated pursuant to the Plan or this Agreement, the Option shall expire at the end of the Option Term. Upon termination of the Optionholder's service for any reason, any portion of the Option that is not vested as of the date of termination shall immediately expire. If termination occurs for cause, all vested and unvested portions of the Option shall immediately terminate.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as either Party may designate by notice to the other in accordance with this Section.

13. AMENDMENT; WAIVER

No provision of this Agreement may be amended, waived or modified except by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any applicable stock incentive plan and any documents incorporated herein by reference, 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. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

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