Stock Option Exercise Agreement

STOCK OPTION EXERCISE AGREEMENT

This Stock Option Exercise Agreement (the "Agreement") is made as of the Effective Date: by and between Company Name: , a corporation organized under State of Incorporation: , with principal place of business at (the "Company"), and Optionee Name: , residing at (the "Optionee").

RECITALS

WHEREAS, the Company previously granted to the Optionee an option to purchase shares of the Company's capital stock under the Company's stock incentive plan (the "Plan") pursuant to an Option Agreement dated (the "Option Agreement"), identified by Grant/Option No.: .

WHEREAS, the Optionee desires to exercise the option in respect of shares of the Company's common stock (the "Shares") at an exercise price of $ per share.

WHEREAS, the Parties wish to set forth the terms and conditions of such exercise and the issuance of the Shares.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not separately defined herein shall have the meanings assigned in the Plan or the Option Agreement. In addition:

(a) "Exercise Date" means the date on which the Optionee delivers the signed Exercise Notice and payment in accordance with Section 3 below. Exercise Notice delivered on:

2. EXERCISE OF OPTION

The Optionee hereby irrevocably elects to exercise the option to purchase Shares, such exercise being subject to the terms and conditions of the Plan and the Option Agreement and subject to the Company's acceptance of this Exercise Notice and payment in full.

3. PURCHASE PRICE AND PAYMENT

The per-share exercise price payable by the Optionee is $ per Share. The aggregate purchase price for the Shares being purchased hereunder is $ (the "Purchase Price"), which the Optionee shall pay to the Company on or before the Exercise Date by one of the following methods (check one):

Payment method (select one): Cash or certified check Company check Surrender of shares (subject to Company approval) Net settlement (if permitted by Plan)

If payment is by surrender or other non-cash method, describe terms:

4. ISSUANCE OF SHARES; CONDITIONS

Upon receipt of full payment and satisfaction of all conditions set forth in the Plan and the Option Agreement, the Company shall, as soon as practicable, cause the Shares to be issued in the name of the Optionee and shall deliver to the Optionee a stock certificate or book-entry evidence representing the Shares, subject to the restrictions, legends and stop-transfer orders described in Section 7 below.

The obligations of the Company to issue the Shares are conditioned upon (a) the Optionee's representations and warranties set forth in Section 5, (b) the Company's receipt of any required approvals or consents, and (c) the Company's determination, in its reasonable judgment, that issuance of the Shares will not violate applicable securities laws or the Plan.

5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE

The Optionee represents and warrants to the Company that: (a) the Optionee has full power and authority to enter into and perform this Agreement; (b) the Optionee will acquire the Shares for investment for the Optionee's own account and not with a view to distribution, resale or public offering; (c) all information provided to the Company in connection with this exercise is true, complete and correct; and (d) the Optionee has satisfied any investor suitability requirements imposed by the Company.

6. REPRESENTATIONS AND WARRANTIES OF COMPANY

The Company represents and warrants that: (a) it has full corporate power and authority to enter into this Agreement and to issue the Shares upon exercise of the Option; (b) upon issuance in accordance with the terms hereof, the Shares will be duly authorized, validly issued, fully paid and nonassessable, subject to any restrictions or legends required by applicable law or under the Plan; and (c) issuance of the Shares will not violate the Company's certificate of incorporation or bylaws.

7. TAX WITHHOLDING

The Optionee acknowledges that the Optionee may have tax liability in connection with the exercise of the Option and the issuance of the Shares. The Optionee shall be solely responsible for all federal, state, and local taxes arising from the exercise. The Company may, to the extent permitted by law and the Plan, withhold from any payment otherwise due to the Optionee or require the Optionee to remit to the Company sufficient funds to satisfy any withholding obligations prior to issuance of the Shares.

8. LEGENDS AND RESTRICTIONS

Certificates (or book-entry records) evidencing the Shares shall bear such legends as the Company deems necessary or appropriate to reflect restrictions on transfer, registration under applicable securities laws, and any lock-up obligations. The Optionee agrees not to sell or transfer the Shares except in compliance with the Plan and applicable securities laws.

9. TRANSFERABILITY

The Option, to the extent it remains unexercised, and any rights under this Agreement are nontransferable except as permitted by the Plan. Exercise may be made only by the Optionee (or, if permitted by the Plan, the Optionee's permitted transferees) and then only in accordance with the terms of the Option Agreement and the Plan.

10. CONDITIONS PRECEDENT

The obligations of the Company hereunder are subject to: (a) the Optionee's execution and delivery of any required documents; (b) the Optionee's compliance with the terms of the Plan and the Option Agreement, including any vesting requirements; and (c) the absence of any law or governmental order prohibiting issuance of the Shares.

11. NOTICES

All notices, requests, consents and other communications 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 a Party may designate by notice under this Section.

12. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument executed by both Parties. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or future exercise of such right.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with the Option Agreement and the Plan, 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, between the Parties relating to the exercise of the Option.

15. SEVERABILITY

If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, such provision shall be fully severable, and the remaining provisions shall remain 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 transmission shall be treated as original signatures for all purposes.

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