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Unless otherwise
defined herein, the terms defined in the 2002 Stock Plan shall have
the same defined meanings in this Stock Option
Agreement.
I. NOTICE
OF STOCK OPTION GRANT
You have been
granted an option to purchase Common Stock of the Company, subject
to the terms and conditions of the Plan and this Option Agreement,
as follows:
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Date
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Vesting
Commencement Date
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Date
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$
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Total Number of
Shares Granted
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xxx
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$
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o Incentive Stock Option
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þ Nonstatutory Stock Option
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This Option shall
be exercisable, in whole or in part, according to the following
vesting schedule:
[INSERT VESTING
SCHEDULE]
This Option may be
exercised for three months (3) after Optionee ceases to be a
Service Provider. Upon the death or Disability of the Optionee,
this Option may be exercised for twelve (12) months after
Optionee ceases to be a Service Provider. In no event shall this
Option be exercised later than the Term/Expiration Date as provided
above.
1
The Plan
Administrator of the Company hereby grants to the Optionee named in
the Notice of Grant attached as Part I of this Agreement (the
“ Optionee ”) an option (the “
Option ”) to purchase the number of Shares, as
set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the “ Exercise
Price ”), 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 Option
Agreement, the terms and conditions of the Plan shall
prevail.
If designated in
the Notice of Grant 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 Nonstatutory Stock Option
(“ NSO ”).
(a)
Right to Exercise . This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice
of Grant and the applicable provisions of the Plan and this Option
Agreement.
(b)
Method of Exercise . This Option is exercisable by delivery
of an exercise notice, in the form provided by the Company (the
“ Exercise Notice ”), which shall state
the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "
Exercised Shares ”), and such other
representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall
be completed by the Optionee and delivered to the Corporate
Secretary of the Company. The Exercise Notice shall be accompanied
by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice ac
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