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Exhibit 10.3
1998 STOCK PLAN
STOCK OPTION AGREEMENT
OPTION TYPE: _________
NAME: __________________ GRANT DATE:
___________ EXPIRATION DATE: __________
ADDRESS: _______________ OPTION PRICE PER
SHARE: AGGREGATE OPTION AWARD:
________________________
_______________________ ___________________________
CITY, STATE AND ZIP CODE NUMBER OF
SHARES: ID NUMBER:
________________
________________________ _______________________
1. GRANT OF OPTION. The Plan Administrator of the
Company hereby grants to the
Optionee named in this Agreement (the
"Optionee") an option (the "Option")
to purchase the number of Shares, as set
forth in this Agreement, at the
exercise price per share set forth in the
Agreement (the "Option Price Per
Share"), subject to the terms and
conditions of the Plan, which is
incorporated herein by reference. Subject
to Section 15 (c) of the Plan, in
the event of a conflict between the terms
and conditions of the Plan and
the terms and conditions of this Stock
Option Agreement, the terms and
conditions of the Plan shall prevail.
If
designated in the Agreement as an Incentive Stock Option
("ISO"),
this Option is intended to qualify as an
Incentive Stock Option under
Section 422 of the Code. However, if this
Option is intended to be an
Incentive Stock Option, to the extent that
it exceeds the $100,000 rule of
Code Section 422(d) it shall be treated as
a Non-Qualified Stock Option
("Non-Statutory Stock Option "or "NQ")
2. VESTING SCHEDULE. This option may be exercised, in
whole or in part, in
accordance with the following
schedule:
3. TERMINATION PERIOD. This Option may be exercised for
one (1) year after the
Optionee ceases to be a Service Provider.
Upon the death or disability of
the Optionee, this Option may be exercised
for one year after Optionee
ceases to be a Service Provider. Upon a
qualified Retirement, the Option
will continue to vest for an additional
twelve (12) months following the
Optionee's date of retirement. The
Optionee will then have thirty (30) days
following such 12-month period to exercise
the Option. In no event shall
this Option be exercised later than the
Expiration Date as provided above.
Retirement means an Optionee's ceasing to
be Service Provider on or after
the date when the sum of (i) the
Optionee's age (rounded down to the
nearest whole month), plus (ii) the number
of years (rounded down to the
nearest whole month) that the Optionee has
provided services to the Company
equals or is greater than seventy-five
(75).
4. EXERCISE OF OPTION. The option is exercisable during
its te
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