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Employee Stock Option Agreement

This form should be used by companies that desire to incentivize their employees through stock ownership. Employee stock ownership ties the employee’s financial interests to overall company performance. The agreement grants an employee an option to purchase company stock at a set price and according to a specified vesting schedule. This document contains standard clauses commonly used in these types of agreements, including a company right of first refusal in the event the employee proposes to sell or transfer shares, but can be customized to ensure the specific terms of the parties’ agreement are addressed.



Employee Stock Option Agreement
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This form should be used by companies that desire to incentivize their employees
through stock ownership. Employee stock ownership ties the employee’s financial
interests to overall company performance. The agreement grants an employee an
option to purchase company stock at a set price and according to a specified vesting
schedule. This document contains standard clauses commonly used in these types of
agreements, including a company right of first refusal in the event the employee
proposes to sell or transfer shares, but can be customized to ensure the specific terms
of the parties’ agreement are addressed.
                               Incentive Stock Option Agreement
                         Granted Under _ _ [year] Stock Incentive Plan
1. Grant of Option.
    This agreement evidences the grant by ___________, Inc., a ____________ corporation (the
    “Company”), on, _____________ (the “Grant Date”) to__________________, an employee
    of the Company (the “Participant”), of an option to purchase, in whole or in part, on the
    terms provided herein and in the Company's ____ [year] Stock Incentive Plan (the “Plan”), a
    total of ____________ ( ) shares (the “Shares”) of common stock, $.001 par value per
    share, of the Company (“Common Stock”) at ____________ ($_____) dollars per Share,
    which is the Fair Market Value of a share of common stock on the Grant Date. The term of
    the Shares shall be ten years after the Grant Date (the “Final Exercise Date”), subject to
    earlier termination in the event of Participant's termination as specified in Section 3.
    Acceptance of this option signifies acceptance of the terms of this agreement and the Plan, a
    copy of which has been provided to the Participant.

    It is intended that the option evidenced by this agreement shall be an incentive stock option
    as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any
    regulations promulgated there under (the “Code”). Except as otherwise indicated by the
    context, the term "Participant," as used in this option, shall be deemed to include any person
    who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule.
    This option will become exercisable (“Vest”) as to 25% of the original number of Shares on
    the first anniversary of the Vesting Commencement Date and as to an additional 2.0833% of
    the original number of Shares at the end of each successive month following the first
    anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting
    Commencement Date, provided the Participant is still employed by the Company. For
    purposes of this agreement, "Vesting Commencement Date" shall mean ____________
    [date].

    Except as may be specifically stated herein, the Participant must be employed on a vesting
    date for vesting to occur. There shall be no proportionate or partial vesting in the period prior
    to each vesting date and all vesting shall occur only on the appropriate vesting date.

    The right of exercise shall be cumulative so that to the extent the option is not exercised in
    any period to the maximum extent permissible it shall continue to be exercisable, in whole or
    in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise
    Date or the termination of this option under Section 3 hereof or the Plan.

3. Exercise of Option.



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    A. Form of Exercise. Each election to exercise this option shall be accompanied by a
       completed Notice of Stock Option Exercise in the form attached hereto as Exhibit A,
       signed by the Participant, and received by the Company at its principal office,
       accompanied by this agreement, and payment in full in the manner provided in the Plan.
       The Participant may purchase less than the number of shares covered hereby, provided
       that no partial exercise of this option may be for any fractional share or for fewer than ten
       whole shares.

    B. Continuous Relationship with the Company Required. Except as otherwise provided in
       this Section 3, this option may not be exercised unless the Participant, at the time he or
       she exercises this option, is, and has been at all times since the Grant Date, an employee
       or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the
       Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

    C. Termination of Relationship with the Company. If the Participant ceases to be an Eligible
       Participant for any reason, then, except as provided in paragraphs D and E below, the
       right to exercise this option shall terminate three months after such cessation (but in no
       event after the Final Exercise Date), provided that this option shall be exercisable only to
       the extent that the Participant was entitled to exercise this option on the date of such
       cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise
       Date, violates the non-competition or confidentiality provisions of any e

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