Early Exercise Stock Purchase Agreement
under the [______] Equity Incentive Plan
This Agreement is made by and between [_____], Inc., a Delaware corporation (the
"Company"), and _______________ ("Purchaser").
Whereas, Purchaser holds a stock option dated _______________ to purchase shares of
common stock ("Common Stock") of the Company (the "Option") pursuant to the Company's
[____]Equity Incentive Plan (the "Plan"); and
Whereas, the Option consists of a Stock Option Grant Notice and a Stock Option
Whereas, Purchaser desires to exercise the Option on the terms and conditions contained
Whereas, Purchaser wishes to take advantage of the early exercise provision of
Purchaser's Option and therefore to enter into this Agreement;
Now, therefore, it is agreed between the parties as follows:
1. Incorporation of Plan and Option by Reference. This Agreement is subject to all of
the terms and conditions as set forth in the Plan and the Option. If there is a conflict between the
terms of this Agreement and/or the Option and the terms of the Plan, the terms of the Plan shall
control. If there is a conflict between the terms of this Agreement and the terms of the Option,
the terms of the Option shall control. Defined terms not explicitly defined in this Agreement but
defined in the Plan shall have the same definitions as in the Plan. Defined terms not explicitly
defined in this Agreement or the Plan but defined in the Option shall have the same definitions as
in the Option.
2. Purchase and Sale of Common Stock.
(a) Agreement to purchase and sell Common Stock. Purchaser hereby agrees to
purchase from the Company, and the Company hereby agrees to sell to Purchaser, shares of the
Common Stock of the Company in accordance with the Notice of Exercise duly executed by
Purchaser and attached hereto as Exhibit A.
(b) Closing. The closing hereunder, including payment for and delivery of the
Common Stock, shall occur at the offices of the Company