II.                                      AGREEMENT

A.                                     Grant of Option .  The Corporation hereby grants to Optionee an Option to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”).  Notwithstanding anything to the contrary anywhere else in this Stock Option Agreement, the Option is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference.  This Option is not intended to constitute an incentive stock option under Section 422 of the Code.

B.                                     Exercise of Option .  This Option is exercisable as follows:

(1)                                   Right to Exercise .

(a)                                   This Option shall be exercisable cumulatively according to the vesting schedule set forth in the Notice of Grant.  For purposes of this Stock Option Agreement, Shares subject to this Option shall vest based on Optionee’s continued status as a Service Provider.

(b)                                  This Option may not be exercised for a fraction of a Share.

(c)                                   In the event of Optionee’s death, disability or other termination of Optionee’s status as a Service Provider, the exercisability of the Option shall be governed as set forth in E through H below.

(d)                                  In no event may this Option be exercised after the date of expiration of the term of this Option as set forth in the Notice of Grant.

(2)                                   Method of Exercise .  This Option shall be exercisable by written notice (substantially in the form attached hereto as Exhibit A).  The notice must state the number of Shares for which the Option is being exercised and contain such other representations and agreements with respect to such Shares as may be required by the Corporation pursuant to the provisions of the Plan.  The notice must be signed by Optionee and shall be delivered in person or by certified mail to the General Counsel of the Corporation.  The notice must be accompanied by payment of the Exercise Price plus payment of any applicable income and employment withholding taxes.  This Option shall be deemed to be exercised upon receipt by the Corporation of such written notice accompanied by the Exercise Price and payment of any applicable withholding taxes.

No Shares shall be issued pursuant to the exercise of the Option unless such issuance and exercise comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed.  Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.

C.                                     Method of Payment .  Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of Optionee:

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(1)                                   cash;

(2)                                   check;

(3)                                   with the consent of the Administrator, surrender of outstanding Shares with a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares to which the Option is being exercised;

(4)                                   with the consent of the Administrator, delivery to the Corporation of a properly executed exercise notice, together with irrevocable instructions to the Optionee’s broker to deliver to the Corporation sufficient cash to pay the Exercise Price and applicable withholding, in accordance with a written agreement between the Corporation and the broker;

(5)                                   with the consent of the Administrator, property of any kind that constitutes good and valuable consideration; or

(6)                                   with the consent of the Administrator, any combination of the foregoing methods of payment.

D.                                     Restrictions on Exercise .  If the issuance of Shares upon exercise or if the method of payment for such shares would constitute a violation of any applicable federal or state securities or other law or regulation, the Option may not be exercised.  The Corporation may require Optionee to make any representation and warranty to the Corporation as may be required by any applicable law or regulation before allowing the Option to be exercised.

E.                                       Termination of Relationship .  If Optionee ceases to be a Service Provider (other than by reason of a termination by the Corporation for Cause or Optionee’s death or the total and permanent disability of Optionee as defined in Code Section 22(e)(3)), to the extent vested as of the date on which Optionee ceases to be a Service Provider (taking into consideration any vesting that may occur in connection with such termination), the Option shall remain exercisable for ninety (90) days following such date of termination (but in no event later than the expiration date of the term of the Option as set forth in the Notice of Grant).  To the extent that the Option is not vested as of the date on which Optionee ceases to be a Service Provider, or if Optionee does not exercise the Option within the time specified herein, the Option shall terminate.

F.                                       Termination for Cause .   If Optionee ceases to be a Service Provider by reason of a termination by the Corporation for Cause, the Option shall terminate as of the start of business on the date of Optionee’s termination, regardless of whether the Option is then vested and/or exercisable with respect to any Shares.

G.                                     Disability of Optionee .  If Optionee ceases to be a Service Provider as a result of total and permanent disability as defined in Code Section 22(e)(3), the Option, to the extent vested as of the date on which Optionee ceases to be a Service Provider, shall remain exercisable for twelve (12) months from such date (but in no event later than the expiration date of the term of the Option as set forth in the Notice of Grant).  To the extent that the Option is not vested as of the date on which Optionee ceases to be a Service Provider, or if Optionee does not exercise such Option within the time specified herein, the Option shall terminate.

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H.                                     Death of Optionee .  If Optionee ceases to be a Service Provider as a result of Optionee’s death, the Option, to the extent vested as of the date of death, shall remain exercisable for twelve (12) months following the date of death (but in no event later than the expiration date of the term of the Option as set forth in the Notice of Grant) by Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance.  To the extent that the Option is not vested as of the date of death, or if the Option is not exercised within the time specified herein, the Option shall terminate.

I.                                          Non-Trans