Type of Option:

 Incentive Stock Option

 Nonqualified Stock Option

Grant Date:

Number of Shares:

Term:

[_________]

[________]

This Option shall expire on the tenth anniversary of the Grant Date (the “Expiration Date”), unless terminated earlier pursuant to the terms of this Award Agreement or the Plan. Upon termination or expiration of this Option, all your rights hereunder shall cease.

Vesting:

One-third (1/3) of the total Shares subject to this Option shall vest and become exercisable on each of the first three annual anniversaries of the Grant Date, provided that you are continuously employed by, or in the service of, the Company or an Affiliate through the applicable vesting date.

If the application of the foregoing vesting schedule would cause a fractional Share to vest, then, unless the Administrator determines otherwise, the number of Shares that vest on any vesting date shall be rounded down to the nearest whole Share, and such fractional Shares shall accumulate and vest on the next vesting date that they add up to a whole share.

Termination of Employment:

If the date this Option terminates as specified above (other than as a result of a termination for Cause) falls on a day on which the stock market is not open for trading or on a date on which you are prohibited by Company policy (such as an insider trading policy) from exercising the Option, the termination date shall be automatically extended to the first available trading day following the original termination date, but not beyond the Expiration Date.

Manner of Exercise:

You may exercise this Option only if it has not been forfeited or has not otherwise expired, and only to the extent this Option has vested. To exercise this Option, you must comply with such exercise and notice procedures as the Administrator may establish from time to time, which may include exercising via electronic means. Your stock option exercise will become effective upon the Company’s (or its designee’s) receipt of any required notice and payment in cash (unless another method is expressly permitted by the Administrator in writing) of the exercise price and any required tax withholdings; provided that the Company may suspend exercise of the Option pending its determination of whether your employment will be or could have been terminated for Cause and if such a determination is made, your notice of stock option exercise (or such other notice as is prescribed) will automatically be rescinded.

If, following your death, your beneficiary or heir, or such other person or persons as may acquire your rights under this Option by will or by the laws of descent and distribution, wishes to exercise this Option, such person must contact the Company and prove to the Company’s satisfaction that such person has the right and is entitled to exercise this Option.

Your ability to exercise this Option, or the manner of exercise or payment of withholding taxes, may be restricted by the Company if required by applicable law or by the Company’s trading policies as in effect from time to time.

Change of Control:

Upon a Change of Control, this Option will be treated as set forth in the Plan.

Restrictions on Resale

By accepting this Option, you agree not to sell any Shares acquired under this Option at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.

Transferability:

You may not transfer or assign this Option for any reason, other than by will or the laws of descent and distribution, or as otherwise provided in the Plan. Any attempted transfer or assignment of this Option, other than as set forth in the preceding sentence or the Plan, will be null and void.

Market Stand-Off:

In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Option without the prior written consent of the Company and the Company’s underwriters. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed one hundred eighty (180) days.

Recoupment; Rescission of Exercise

If the Administrator determines that recoupment of incentive compensation paid to you pursuant to this Option is required under any law or any recoupment policy of the Company, then this Option will terminate immediately on the date of such determination to the extent required by such law or recoupment policy, any prior exercise of this Option may be deemed to be rescinded, and the Company may recoup any such incentive compensation in accordance with such recoupment policy or as required by law. The Company shall have the right to offset against any other amounts due from the Company to you the amount owed by you hereunder and any exercise price and withholding amount tendered by you with respect to any such incentive compensation.

Compliance with Securities Laws:

No individual may exercise this Option, and no Shares subject to this Option will be issued, unless and until the Company has determined to its satisfaction that such exercise and issuance will comply with all applicable federal and state securities laws, rules and regulations of the Securities and Exchange Commission, rules of any stock exchange on which the Shares may then be traded, or any other applicable laws. In addition, if required by underwriters for the Company, you agree to enter into a lock-up

agreement with respect to any Shares acquired or to be acquired under this Option.

You acknowledge that you are acquiring this Option, and the right to purchase the Shares subject to this Option, for investment purposes only and not with a view toward resale or other distribution thereof to the public which would be in violation of the Securities Act. You agree and acknowledge with respect to any Shares that have not been registered under the Securities Act, that: (i) you will not sell or otherwise dispose of such Shares, except as permitted pursuant to a registration statement declared effective under the Securities Act and qualified under any applicable state securities laws, or in a transaction which in the opinion of counsel for the Company is exempt from such required registration, and (ii) that a legend containing a statement to such effect will be placed on the certificates evidencing such Shares. Further, as additional conditions to the issuance of the Shares subject to this Option, you agree (with such agreement being binding upon any of your beneficiaries, heirs, legatees and/or legal representatives) to do the following prior to any issuance of such Shares: (a) to execute and deliver to the Company such investment representations and warranties as are required by the Company; (b) to enter into a restrictive stock transfer agreement if required by the Board; and (y) to take or refrain from taking such other actions as counsel for the Company may deem necessary or appropriate for compliance with the Securities Act, and any other applicable federal or state securities laws, regardless of whether the Shares have at that time been registered under the Securities Act, or otherwise qualified under any applicable state securities laws.

By accepting this Option, you agree not to sell any Shares acquired in connection with the Option at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.

Miscellaneous: