STOCK OPTION AGREEMENT
A. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is
executed in connection with the Corporation's grant of an option to Optionee.
B. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.
NOW, THEREFORE , it is hereby agreed as follows:
1. Grant of Option . The Corporation hereby grants to Optionee, as of the Grant Date, a Non-Statutory
Option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable
from time to time during the option term specified in Paragraph 2 at the Exercise Price.
2. Option Term . This option shall have a term of ten (10) years measured from the Grant Date and
shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph
5 or 6.
(a) This option shall be neither transferable nor assignable by Optionee other than by will or
the laws of inheritance following Optionee's death and may be exercised, during Optionee's lifetime, only by Optionee. However,
Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and this option shall, in
accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee's death
while holding this option. Such beneficiary or beneficiaries shall take the transferred option subject to all the terms and
conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to
Paragraph 5, be exercised following Optionee's death.
(b) This option may be assigned in whole or in part during Optionee's lifetime to one or more
members of Optionee's family or to a trust established for the exclusive benefit of one or more such fam