Common use of NOTICE OF STOCK OPTION Clause in Contracts

NOTICE OF STOCK OPTION. GRANT ---------------------------- Xxxxxxxx Xxxxx ___________________ ___________________ The undersigned Optionee has 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: Date of Grant 7/28/99 ------------------ Vesting Commencement Date 7/27/99 ------------------ Exercise Price per Share $13.00 ----------------------------------- Total Number of Shares Granted 90,000 ------------------------------ Total Exercise Price $1,170,000 ------------------------------ Type of Option: X Incentive Stock Option ----- (ISO to the maximum extent permissible under law.) Nonstatutory Stock Option ----- Term/Expiration Date: 7/28/09 ------------------ Vesting Schedule: ---------------- This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest at the end of each calendar month thereafter, subject in each case to Optionee's continuing to be a Service Provider on such dates; provided, however, ----------------- that, 50% of the then unvested portion of the Option shall immediately vest and become exercisable in full in the event of a Change of Control of the Company, and the Optionee shall have the right to exercise such additional vested portion of the Option at such time. For purposes hereof, a "Change of Control" shall include any of the following shareholder-approved transactions to which the Company is a party: (i) a merger or consolidation in which the Company is not the surviving entity, except for (A) a transaction the principal purpose of which is to change the state of the Company's incorporation, or (B) a transaction in which the Company's shareholders immediately prior to such merger or consolidation hold (by virtue of securities received in exchange for their shares in the Company) securities of the surviving entity representing more than fifty percent (50%) of the total voting power of such entity immediately after such transaction; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company unless the Company's shareholders immediately prior to such sale, transfer or other disposition hold (by virtue of securities received in exchange for their shares in the Company) securities of the purchaser or other transferee representing more than fifty percent (50%) of the total voting power of such entity immediately after such transaction; or (iii) any reverse merger in which the Company is the surviving entity but in which the Company's shareholders immediately prior to such merger do not hold (by virtue of their shares in the Company held immediately prior to such transaction) securities of the Company representing more than fifty percent (50%) of the total voting power of the Company immediately after such transaction. Notwithstanding the foregoing, in the event the acceleration of the vesting of this Option upon a Change in Control would prevent an acquisition from being treated as a "pooling-of-interests" for financial accounting purposes by the surviving entity, and such treatment is a condition to the acquisition, the foregoing benefits shall be equitably adjusted to the extent necessary to effectuate such pooling-of-interests treatment.

NOTICE OF STOCK OPTION. GRANT ---------------------------- Xxxxxxxx Xxxxx ___________________ ___________________ The undersigned Optionee has Xxxxx You have been granted an Option option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: Date of Grant 7/28/99 ------------------ Grant: February 1, 2000 Vesting Commencement Date 7/27/99 ------------------ Date: February 1, 2000 Exercise Price per Share $13.00 ----------------------------------- Share: $ 4.00 Total Number of Shares Granted 90,000 ------------------------------ Granted: 5,000 Total Exercise Price Price: $1,170,000 ------------------------------ 20,000 Type of Option: X _____ Incentive Stock Option ----- (ISO to the maximum extent permissible under law.) X Nonstatutory Stock Option ----- Term/Expiration Date: 7/28/09 ------------------ Ten Years/ _______________ * Or earlier, pursuant to the termination period set forth below. Exercise and Vesting Schedule: ---------------- ----------------------------- This Option shall be exercisableis exercisable immediately, in whole or in part, and shall vest according to the following vesting schedule: 25% One-sixteenth (1/16th) of the Shares subject to the Option shall vest twelve three months after the Vesting Commencement Date, Date and 1/48 of on the Shares subject to the Option shall vest at the end last day of each calendar three month anniversary thereafter, subject in each case to Optionee's your continuing to be a Service Provider on such dates; provided. Notwithstanding the foregoing, howeverif the Company merges with or into another entity, ----------------- thatsells all or substantially all of its assets, or enters into any other similar transaction or reorganization as a result of which the shareholders of the Company immediately prior to such transaction will not hold at least 50% of the voting power of the surviving, purchasing or continuing entity, as applicable (taking into account any securities issued to the shareholders of the Company in the transaction) (a "Change of Control Transaction"), then unvested portion of the Option shall immediately vest become fully vested and become exercisable in full simultaneously with the closing of the Change of Control Transaction (or, in the event case of a merger, as of any earlier date that is necessary to permit the Optionee, if he exercises the Option in whole or in part, to receive the same per Share merger consideration (to the extent of Optioned Shares acquired upon exercise) that will be paid to the other holders of Shares). The Board shall notify the Optionee at least fifteen (15) days prior to the closing of a Change of Control Transaction (or at such earlier time as the Board, in its reasonable judgment, deems necessary to give effect to the intent of the Companythis provision), and the Optionee such notification shall have the right include a statement as to exercise such additional vested portion of whether or not the Option at such time. For purposes hereof, a "Change of Control" shall include any of the following shareholder-approved transactions to which the Company is a party: (i) a merger or consolidation in which the Company is not the surviving entity, except for (A) a transaction the principal purpose of which is to change the state of the Company's incorporation, or (B) a transaction in which the Company's shareholders immediately prior to such merger or consolidation hold (by virtue of securities received in exchange for their shares in the Company) securities of the surviving entity representing more than fifty percent (50%) of the total voting power of such entity immediately after such transaction; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company unless the Company's shareholders immediately prior to such sale, transfer or other disposition hold (by virtue of securities received in exchange for their shares in the Company) securities of the purchaser or other transferee representing more than fifty percent (50%) of the total voting power of such entity immediately after such transaction; or (iii) any reverse merger in which the Company is the surviving entity but in which the Company's shareholders immediately prior to such merger do not hold (by virtue of their shares in the Company held immediately prior to such transaction) securities of the Company representing more than fifty percent (50%) of the total voting power of the Company immediately after such transaction. Notwithstanding the foregoing, in the event the acceleration of the vesting of this Option upon a Change in Control would prevent an acquisition from being treated as a "pooling-of-interests" for financial accounting purposes will be assumed by the surviving or purchasing entity or whether an equivalent, fully vested, substitute option will be provided by such entity. Termination Period: ------------------ You may exercise this Option for thirty days after you cease to be a Service Provider. Upon your death or disability, and such treatment is this Option may be exercised for one year after you cease to be a condition to Service Provider. In no event may you exercise this Option after the acquisition, the foregoing benefits shall be equitably adjusted to the extent necessary to effectuate such pooling-of-interests treatmentTerm/Expiration Date as provided above.

NOTICE OF STOCK OPTION. GRANT ---------------------------- Xxxxxxxx Xxxxx ________Xxxx Xxxxxx ___________ ___________________ The undersigned Optionee has 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: Date of Grant 7/28/99 ------------------ October 13, 1998 ---------------- Vesting Commencement Date 7/27/99 ------------------ October 13, 1998 ---------------- Exercise Price per Share $13.00 ----------------------------------- 1.00 ---- Total Number of Shares Granted 90,000 ------------------------------ 575,000 ------- Total Exercise Price $1,170,000 ------------------------------ 575,000 -------- Type of Option: X Incentive Stock Option ----- (ISO to the maximum extent permissible under law.) --- Nonstatutory Stock Option ----- --- Term/Expiration Date: 7/28/09 ------------------ October 13, 2008 ---------------- Vesting Schedule: ---------------- This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest at the end of each calendar month thereafter, subject in each case to Optionee's continuing to be a Service Provider on such dates; provided, however, ----------------- that, 50% ----------------- of the then unvested portion of the Option shall immediately vest and become exercisable in full in the event of a Change of Control of the Company, and the Optionee shall have the right to exercise such additional vested portion of the Option at such time. For purposes hereof, a "Change of Control" shall include any of the following shareholder-approved transactions to which the Company is a party: (i) a merger or consolidation in which the Company is not the surviving entity, except for (A) a transaction the principal purpose of which is to change the state of the Company's incorporation, or (B) a transaction in which the Company's shareholders immediately prior to such merger or consolidation hold (by virtue of securities received in exchange for their shares in the Company) securities of the surviving entity representing more than fifty percent (50%) of the total voting power of such entity immediately after such transaction; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company unless the Company's shareholders immediately prior to such sale, transfer or other disposition hold (by virtue of securities received in exchange for their shares in the Company) securities of the purchaser or other transferee representing more than fifty percent (50%) of the total voting power of such entity immediately after such transaction; or (iii) any reverse merger in which the Company is the surviving entity but in which the Company's shareholders immediately prior to such merger do not hold (by virtue of their shares in the Company held immediately prior to such transaction) securities of the Company representing more than fifty percent (50%) of the total voting power of the Company immediately after such transaction. Notwithstanding the foregoing, in the event the acceleration of the vesting of this Option upon a Change in Control would prevent an acquisition from being treated as a "pooling-of-interests" for financial accounting purposes by the surviving entity, and such treatment is a condition to the acquisition, the foregoing benefits shall be equitably adjusted to the extent necessary to effectuate such pooling-of-interests treatment.

NOTICE OF STOCK OPTION. GRANT ---------------------------- Xxxxxxxx Xxxxx XxXxxxxxx ___________________ ___________________ The undersigned Optionee has 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: Date of Grant 7/28/99 ------------------ March 30, 1999 -------------- Vesting Commencement Date 7/27/99 ------------------ March 15, 1999 -------------- Exercise Price per Share $13.00 ----------------------------------- 2.25 ----- Total Number of Shares Granted 90,000 ------------------------------ 115,000 ------- Total Exercise Price $1,170,000 ------------------------------ 258,750 -------- Type of Option: X Incentive Stock Option ----- --- (ISO to the maximum extent permissible under law.) Nonstatutory Stock Option ----- --- Term/Expiration Date: 7/28/09 ------------------ March 30, 2009 -------------- Vesting Schedule: ---------------- This Option shall be exercisable, in whole or in part, according to the following vesting schedule: 25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest at the end of each calendar month thereafter, subject in each case to Optionee's continuing to be a Service Provider on such dates; provided, however, ----------------- that, 50% of the then unvested portion of the Option shall immediately vest and become exercisable in full in the event of a Change of Control of the Company, and the Optionee shall have the right to exercise such additional vested portion of the Option at such time. For purposes hereof, a "Change of Control" shall include any of the following shareholder-approved transactions to which the Company is a party: (i) a merger or consolidation in which the Company is not the surviving entity, except for (A) a transaction the principal purpose of which is to change the state of the Company's incorporation, or (B) a transaction in which the Company's shareholders immediately prior to such merger or consolidation hold (by virtue of securities received in exchange for their shares in the Company) securities of the surviving entity representing more than fifty percent (50%) of the total voting power of such entity immediately after such transaction; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company unless the Company's shareholders immediately prior to such sale, transfer or other disposition hold (by virtue of securities received in exchange for their shares in the Company) securities of the purchaser or other transferee representing more than fifty percent (50%) of the total voting power of such entity immediately after such transaction; or (iii) any reverse merger in which the Company is the surviving entity but in which the Company's shareholders immediately prior to such merger do not hold (by virtue of their shares in the Company held immediately prior to such transaction) securities of the Company representing more than fifty percent (50%) of the total voting power of the Company immediately after such transaction. Notwithstanding the foregoing, in the event the acceleration of the vesting of this Option upon a Change in Control would prevent an acquisition from being treated as a "pooling-of-interests" for financial accounting purposes by the surviving entity, and such treatment is a condition to the acquisition, the foregoing benefits shall be equitably adjusted to the extent necessary to effectuate such pooling-of-interests treatment.

NOTICE OF STOCK OPTION. GRANT ---------------------------- Xxxxxxxx Xxxxx ___________________ ___________________ The undersigned Optionee has -------------------------------- [Optionee's Name and Address] You have been granted an Option option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: Grant Number __________________________________ Date of Grant 7/28/99 ------------------ __________________________________ Vesting Commencement Date 7/27/99 ------------------ __________________________________ Exercise Price per Share $13.00 ----------------------------------- $ ________________________________ Total Number of Shares Granted 90,000 ------------------------------ __________________________________ Total Exercise Price $1,170,000 ------------------------------ $ ________________________________ Type of Option: X ___ Incentive Stock Option ----- (ISO to the maximum extent permissible under law.) ___ Nonstatutory Stock Option ----- Term/Expiration Date: 7/28/09 ------------------ __________________________________ Vesting Schedule: ---------------- This ------------------ Subject to accelerated vesting as set forth below, this Option shall may be exercisableexercised, in whole or in part, according to in accordance with the following vesting schedule: 25% of the Shares subject to the THE NUMBER OF SHARES DESIGNATED AS VESTING "ANNUALLY" IN THE VEST TYPE COLUMN IN THE NOTICE OF GRANT WILL BECOME EXERCISABLE IN A SINGLE INSTALLMENT ON DATE LISTED IN THE FULL VEST COLUMN IN THE NOTICE OF GRANT (THE "INITIAL VEST DATE"). Termination Period: -------------------- This Option shall vest twelve may be exercised for three months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest at the end of each calendar month thereafter, subject in each case to Optionee's continuing Optionee ceases to be a Service Provider on such dates; provided, however, ----------------- that, 50% Provider. Upon the death or Disability of the then unvested portion of Optionee, this Option may be exercised for twelve months after Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Option shall immediately vest and become exercisable in full date set forth under "Expiration" in the event Notice of a Change of Control of the Company, and the Optionee shall have the right to exercise such additional vested portion of the Option at such time. For purposes hereof, a "Change of Control" shall include any of the following shareholder-approved transactions to which the Company is a party: (i) a merger or consolidation in which the Company is not the surviving entity, except for (A) a transaction the principal purpose of which is to change the state of the Company's incorporation, or (B) a transaction in which the Company's shareholders immediately prior to such merger or consolidation hold (by virtue of securities received in exchange for their shares in the Company) securities of the surviving entity representing more than fifty percent (50%) of the total voting power of such entity immediately after such transaction; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company unless the Company's shareholders immediately prior to such sale, transfer or other disposition hold (by virtue of securities received in exchange for their shares in the Company) securities of the purchaser or other transferee representing more than fifty percent (50%) of the total voting power of such entity immediately after such transaction; or (iii) any reverse merger in which the Company is the surviving entity but in which the Company's shareholders immediately prior to such merger do not hold (by virtue of their shares in the Company held immediately prior to such transaction) securities of the Company representing more than fifty percent (50%) of the total voting power of the Company immediately after such transaction. Notwithstanding the foregoing, in the event the acceleration of the vesting of this Option upon a Change in Control would prevent an acquisition from being treated as a "pooling-of-interests" for financial accounting purposes by the surviving entity, and such treatment is a condition to the acquisition, the foregoing benefits shall be equitably adjusted to the extent necessary to effectuate such pooling-of-interests treatmentGrant.