25% of the shares are scheduled to vest on the first open trading day under the Company’s insider trading policy on or after each quarter following the Vesting Commencement Date, so as to be 100% vested on the first open trading day on or after the first anniversary of the Vesting Commencement Date.

The shares are immediately vested upon grant.

Other:

In no event shall the Shares vest after the 10 th  anniversary of the Date of Grant.

For instance, assume a Purchaser received a stock purchase right to acquire 160 shares on 2/15/06 under scheduled vesting date alternative 1, and that the Purchaser exercised the purchase right.  If the trading window under the Company’s insider trading policy is open on 2/15/07, 5/15/07 and 8/15/07, the Purchaser would vest 40 shares on 2/15/07, 10 shares on 5/15/07 and 10 shares on 8/15/07.  If the trading window was closed 3/1/07 and reopened 8/20/07, the Purchaser would vest 40 shares on 2/15/07 and 20 shares on 8/20/07.

In these examples, if the Purchaser ceased providing services to the Company as a director, employee or consultant on 6/1/07, the individual would have vested in 50 shares in the open trading window scenario, and in 40 shares under the closed trading window scenario.

YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.

Non-Transferability of Stock Purchase Right .  This Stock Purchase Right may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Purchaser only by Purchaser.  Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Stock Purchase Right or the unreleased shares, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this right and the rights and privileges conferred hereby immediately will become null and void.  The terms of the Restricted Stock Purchase Agreement, Plan and Notice of Grant of Stock Purchase Right will be binding upon the executors, administrators, heirs, successors and assigns of the Purchaser.

Termination of Relationship as a Service Provider or Provision of Notice of Employment Termination; Vesting Cessation Date .  If Purchaser (i) ceases to provide ongoing service as a Service Provider (for any reason and regardless of any appropriate court finding such termination unfair or irregular on any basis whatsoever), or (ii) the Purchaser is provided with notice of termination of employment (for any reason and regardless of any appropriate court finding the related termination unfair or irregular on any basis whatsoever) and ceases to provide ongoing service during the notice period, the Company will, in the period commencing (a) on the earlier of the date of such cessation as a Service Provider or the last date of ongoing service after receiving a notice of termination of employment, or (b) such later date as required by Applicable

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Law (the earlier of these dates or such later date required by Applicable Law is referred to herein as the “Vesting Cessation Date”, as reasonably fixed and determined by the Administrator) and ending three months later, have an irrevocable, exclusive option to repurchase up to that number of Shares which constitute the Unreleased Shares (as defined in Section 4) at the original Exercise Price per share (the “Repurchase Price”) (the “Repurchase Option”). At the sole discretion of Company, subject to Applicable Law, Purchaser may be paid a lump sum for their cash compensation in lieu of notice.

The Restricted Stock Purchase Agreement (including exhibits A-1 to A-3) and the Plan are incorporated herein by reference.  This Notice of Grant, the Plan and Restricted Stock Purchase Agreement (including exhibits A-1 to A-3 referenced therein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of an express written contract signed by the Company and Purchaser.  The Company will administer the Plan from the United States of America, and any disputes will be settled in the U.S. according to U.S. law.  This Notice of Grant of Stock Purchase Right, Restricted Stock Purchase Agreement (including exhibits A-1 to A-3), Plan and all awards are governed by the internal substantive laws, but not the choice of law principles, of the State of California, United States of America.  Notwithstanding anything to the contrary in the Plan or the Agreement (including exhibits A-1 to A-3), the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without Purchaser’s consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A prior to the actual issuance of Restricted Stock or prior to the lapse of repurchase rights under this Agreement.

By Purchaser’s signature and the signature of the Company’s representative below, Purchaser and the Company agree that this Stock Purchase Right is granted under and governed by the terms and conditions of the Plan, the Restricted Stock Purchase Agreement (including exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase Right.  Purchaser has reviewed the Plan, the Restricted Stock Purchase Agreement (including exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase Right, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan, the Restricted Stock Purchase Agreement (including exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase Right.  Purchaser agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan, the Restricted Stock Purchase Agreement (including exhibits A-1 to A-3) and this Notice of Grant of Stock Purchase Right.  Purchaser further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant of Stock Purchase Right.

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Please return this Notice of Grant of Stock Purchase Right, Assignment Separate from Certificate, and Joint Escrow Instructions to the Stock Administrator of the Company.

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EXHIBIT A

RESTRICTED STOCK PURCHASE AGREEMENT

1.              Sale of Stock .  The Company hereby agrees to sell to the individual named in the Notice of Grant of Stock Purchase Right (the “Purchaser”), and the Purchaser hereby agrees to purchase the number of Shares set forth in the Notice of Grant of Stock Purchase Right, at the exercise price per share set forth in the Notice of Grant of Stock Purchase Right (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference.  In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan will prevail.

2.              Payment of Purchase Price .  Upon exercise of the Stock Purchase Right, Purchaser shall deliver to the Company the aggregate Exercise Price for the Shares by cash or check, together with any and all withholding taxes due in connection with the purchase of the Shares.

3.              Repurchase Option .

(a)            The Repurchase Option may be exercised by the Company by delivering written notice to the Purchaser or the Purchaser’s executor (with a copy to the Escrow Holder (as defined in Section 7)) AND, at the Company’s option, (i) by delivering to the Purchaser or the Purchaser’s executor a check in the amount of the aggregate Repurchase Price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price.  Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company will become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company will have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company.

(b)            If no cash consideration was used to pay for the Restricted Stock (for example, if the Shares were purchased by prior Service), the Repurchase Option will be exercised by the Company by delivering written notice to the Purchaser or the Purchaser’s executor (with a copy to the Escrow Holder (as defined in Section 7)). Upon delivery of such notice, the Company will become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company will have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company.

(c)            Whenever the Company will have the right to repurchase the Unreleased Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option to purchase all or a part of the Unreleased Shares.  If the Fair Market Value of the Unreleased Shares to be repurchased on the date of such designation or assignment (the “Repurchase FMV”) exceeds the aggregate Repurchase Price of the

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Unreleased Shares, then the Administrator may require each such designee or assignee to pay the Company cash equal to the difference between the Repurchase FMV and the aggregate Repurchase Price of Unreleased Shares to be purchased.

(d)            If the Company or its assignee does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within three (3) months following Purchaser’s Vesting Cessation Date, the Repurchase Option will terminate.

4.              Release of Shares From Repurchase Option .

(a)            The Repurchase Option shall lapse as the Shares vest, as set forth in the Notice of Grant of Stock Purchase Right, or any other duly authorized written agreement between Company and Purchaser.

(b)            Any of the Shares which have not yet been released from the Company’s Repurchase Option are referred to herein as “Unreleased Shares”.

(c)            The Shares which have been released from the Company’s Repurchase Option will be delivered to the Purchaser at the Purchaser’s request (see Section 7).

5.              Payment after Vesting .  Any Restricted Stock that vests in accordance with the Notice of Grant of Stock Purchase Right will be released from escrow to Purchaser (or in the event of the Purchaser’s death, to Purchaser’s estate), provided that to the extent determined appropriate by the Company, any federal, state and local withholding taxes, fringe benefit tax (“FBT”) or National Insurance Contribution (“NIC”) tax with respect to such Restricted Stock will be paid by the Purchaser in the manner allowed by the Company.

6.              Restriction on Transfer .  Except for the escrow described in Section 7 or transfer of the Shares to the Company or its assignees contemplated by this Agreement, none of the Shares or any beneficial interest therein will be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process, encumbered or otherwise disposed of in any way until the release of such Shares from the Company’s Repurchase Option in accordance with the provisions of this Agreement, other than by will or the laws of descent and distribution.  Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

7.              Escrow of Shares .

(a)            To ensure the availability for delivery of the Purchaser’s Unreleased Shares upon exercise of the Repurchase Option by the Company, the Purchaser will, upon exercise of the Stock Purchase Right, deliver and deposit with an escrow holder designated by the Company (the “Escrow Holder”) the share certificates representing the Unreleased Shares, together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Exhibit A-1 .  The Unreleased Shares and Stock Assignment will be

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held by the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit A-2 hereto, until such time as the Company’s Repurchase Option expires.

(b)            The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares in escrow and while acting in good faith and in the exercise of its judgment.

(c)            If the Company or any assignee exercises its Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such option exercise from the proposed transferee, will take all steps necessary to accomplish such transfer.

(d)            When the Repurchase Option has been exercised or expires unexercised or a portion of the Shares has been released from such Repurchase Option, upon Purchaser’s request the Escrow Holder will promptly cause a new certificate to be issued for such released Shares and will deliver such certificate to the Company or the Purchaser, as the case may be.

(e)            Subject to the terms hereof, once the Stock Purchase Right is exercised, the Purchaser will have all the rights of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon.  No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Repurchase Right is exercised, except as provided in Section 14 of the Plan.  If, from time to time during the term of the Company’s Repurchase Option, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of the Purchaser’s ownership of the Shares will be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Shares” for purposes of this Agreement and the Company’s Repurchase Option, in an amount proportional to the Unreleased Shares.

8.              Restrictive Legends; Stop-Transfer Orders; Refusal to Transfer .

(a)            Purchaser understands and agrees that the Company will cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND

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REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE SHARES.

(b)            Stop-Transfer Notices .  Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c)            Refusal to Transfer .  The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares will have been so transferred.

9.              Tax Withholding and Consequences .  Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding, fringe benefit tax (“FBT”) or National Insurance Contribution (“NIC”) relating to the grant, vesting, release,