[{"id":"405e2f13-1965-4e89-9c4f-389c42d66f89","order":1,"text":"[Legal name of the Company]","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"387a47fa-fddd-4876-8622-13d14baac1ca","order":2,"text":"[Name of the Plan]","fontSize":"18","textAlign":"center","bold":true,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"d67bb8c8-50de-402d-92c4-f57870e2c9cc","order":3,"text":"AND STOCK OPTION GRANT AGREEMENT","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"77d3744a-55ff-4f61-b50e-67899ea8eea2","order":4,"text":"Adopted by the Board of Directors on [Date of adoption by the Board] — Approved by the stockholders on [Date of approval by the stockholders]","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"d1fb15ab-e582-4f58-a437-d64ddcde5707","order":5,"text":"THIS STOCK OPTION PLAN AND GRANT AGREEMENT (this \"Agreement\") is made and entered into as of [Date of signature] by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91b361e7-b9d2-48c2-80ef-9fd9612b3bf0","order":6,"text":"[Legal name of the Company], a corporation organized and existing under the General Corporation Law of the State of Delaware, having its principal executive offices at [Street address of the Company], [City, State and ZIP code] (the \"Company\"), acting by and through its Board of Directors;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"5f8043d7-e2be-4d32-b336-925b57493b95","order":7,"text":"and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c8f240ea-dabb-40fc-85bc-9418d88e3aec","order":8,"text":"[Full legal name of the Optionee], an individual residing at [Street address of the Optionee], [City, State and ZIP code], who provides services to the Company as [Position or title] (the \"Optionee\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"540e931d-e344-4db2-8452-716a87b182d3","order":9,"text":"The Company and the Optionee are referred to together as the \"Parties\" and each individually as a \"Party\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"8af82ded-313d-43da-abce-9fdbfc3e61be","order":10,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c3c1f49-effb-4b9f-b81f-953960becb36","order":11,"text":"WHEREAS, the Board of Directors of the Company adopted the [Name of the Plan] (the \"Plan\") on [Date of adoption by the Board], and the stockholders of the Company approved the Plan on [Date of approval by the stockholders], within the period prescribed by Section 422(b)(1) of the Internal Revenue Code of 1986, as amended (the \"Code\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4010a780-ac66-4973-b035-0fb5aa29a9b5","order":12,"text":"WHEREAS, the Company wishes to attract and retain the services of selected employees, directors, consultants and advisers, to provide them with an additional incentive to promote the success of the business of the Company, and to align their interests with those of the stockholders of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"861d7d8f-9b7b-490a-ac2b-133e22411c57","order":13,"text":"WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company to grant to the Optionee an option to purchase shares of Common Stock of the Company on the terms and subject to the conditions set out in this Agreement and in the Grant Notice appearing below;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d028a5f4-b2d6-480e-8221-c7b3f3a9e350","order":14,"text":"WHEREAS, the exercise price per share of the Option has been fixed by the Board of Directors at not less than the Fair Market Value of a share of Common Stock on the Grant Date, so that the Option is intended to be a stock right that does not provide for a deferral of compensation within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(i)(A);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"986b6f99-ec26-4c35-a89d-8115648e85aa","order":15,"text":"NOW, THEREFORE, in consideration of the premises and of the mutual covenants set out below, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"aeb8a862-2907-4284-8cb8-7d9528def451","order":16,"text":"1. ESTABLISHMENT, PURPOSE AND TERM OF THE PLAN","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"f90e675f-f206-434b-93c6-e91c2cf3dce2","order":17,"text":"Establishment. The Plan is hereby established as a written compensatory benefit plan of the Company within the meaning of Rule 701 under the Securities Act of 1933, as amended (the \"Securities Act\"), and as a stock option plan for the purposes of Section 422 of the Code. This Agreement sets out the terms of the Plan as they apply to the Option granted below and constitutes the option agreement evidencing that Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d42fe617-f471-43b4-9f3f-add46dc6b86b","order":18,"text":"Purpose. The purpose of the Plan is to secure and retain the services of Employees, Directors and Consultants, to provide an incentive for such persons to exert their best efforts for the success of the Company, and to afford them an opportunity to acquire a proprietary interest in the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"00baf18f-5aa4-4e94-9a3b-073ca226a543","order":19,"text":"Term of the Plan. The Plan became effective on the date of its adoption by the Board and, unless sooner terminated by the Board, terminates on the day preceding the tenth anniversary of the earlier of the date on which the Plan was adopted by the Board and the date on which the Plan was approved by the stockholders of the Company, as required by Section 422(b)(2) of the Code. No option may be granted under the Plan after that date, but options granted before that date remain in force in accordance with their terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b716defb-5c04-471c-9b5d-afcad350dc23","order":20,"text":"2. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"e5cdf5aa-fba7-4f1e-b724-13a9892c7c62","order":21,"text":"In this Agreement, the capitalized terms set out below have the meanings there given to them. Those meanings apply equally in the recitals, in the Grant Notice and throughout this Agreement, and the definitions set out below are to be read together whatever the order in which they appear. Terms defined elsewhere in this Agreement bear those meanings throughout.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"da2eb0ed-c156-47dd-9eef-abab9ac6800b","order":22,"text":"\"Board\" means the board of directors of the Company or, where the context so requires, any Committee to which the board of directors has delegated authority under the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c7926783-dda5-4829-9b58-825539b4841a","order":23,"text":"\"Cause\" means, as determined by the Board in its reasonable and good faith discretion: the commission by the Optionee of, or a plea of guilty or nolo contendere to, a felony or a crime involving fraud, dishonesty or moral turpitude; a material breach by the Optionee of any written agreement with the Company, including any confidential information and invention assignment agreement; gross negligence or wilful misconduct by the Optionee in the performance of duties owed to the Company; a material violation by the Optionee of a written policy of the Company; or the unauthorized use or disclosure by the Optionee of confidential information or trade secrets of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"40ae81ab-d0cd-4329-b128-ac96f2cc1a3b","order":24,"text":"\"Change in Control\" means, whether effected in a single transaction or in a series of related transactions: a merger, consolidation or reorganization of the Company following which the holders of the outstanding voting securities of the Company immediately before the transaction do not hold more than fifty percent (50%) of the combined voting power of the surviving or acquiring entity; the sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company; or the acquisition by any person or group of beneficial ownership of securities representing more than fifty percent (50%) of the combined voting power of the Company. A transaction effected primarily for the purpose of changing the domicile of the Company, and a bona fide equity financing of the Company, do not constitute a Change in Control.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a850f774-4a32-4a5a-96b1-c32d9e6110d7","order":25,"text":"\"Code\" means the Internal Revenue Code of 1986, as amended, together with the Treasury Regulations and rulings issued under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5068a443-18c6-4acd-87d2-753df6869ab9","order":26,"text":"\"Committee\" means a committee of one or more members of the Board to which the Board has delegated the administration of the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a8f30f2-f291-4289-af32-c86ea6dd69b9","order":27,"text":"\"Consultant\" means a natural person, other than an Employee or a Director, who renders bona fide services to the Company, provided that those services are not rendered in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the securities of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f99026f8-e320-4b90-b8fc-316a45b36625","order":28,"text":"\"Director\" means a member of the board of directors of the Company who is not an Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f2f8916-e3be-40b5-b010-d7a134663b18","order":29,"text":"\"Disability\" means permanent and total disability within the meaning of Section 22(e)(3) of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"880363f7-3279-4f80-a10d-d8603944cd03","order":30,"text":"\"Employee\" means an individual who is treated as an employee of the Company, or of a parent corporation or a subsidiary corporation of the Company within the meaning of Section 424(e) and Section 424(f) of the Code, for the purposes of the withholding of employment taxes. Service as a Director does not by itself make an individual an Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c6971b3e-ed42-492b-9e96-a955ea6319c6","order":31,"text":"\"Exercise Price\" means the price per Share at which the Option may be exercised, as set out in the Grant Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f02d6cda-83a5-45d5-acb8-ace6b01adffd","order":32,"text":"\"Fair Market Value\" has the meaning given to it in the section of this Agreement entitled \"Fair Market Value and Compliance with Section 409A\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85223b14-90eb-4998-ba6a-e275da4097d9","order":33,"text":"\"Grant Date\" means the date on which the Board granted the Option, as set out in the Grant Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"275a3363-6dc4-4804-9a8c-6e02a7c66e29","order":34,"text":"\"Grant Notice\" means the Stock Option Grant Notice set out below, which forms an integral part of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6a49408f-e6e7-44b3-b42e-4f69649d4f47","order":35,"text":"\"Incentive Stock Option\" means an option that is intended to qualify, and that qualifies, as an incentive stock option within the meaning of Section 422 of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ba2ab48-238e-45ad-bf91-b3bd701e6cd4","order":36,"text":"\"Nonstatutory Stock Option\" means an option granted under the Plan that is not an Incentive Stock Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"87c98daf-e69f-41bc-aab9-345cbba360c7","order":37,"text":"\"Option\" means the option to purchase Shares granted to the Optionee under the Plan and evidenced by this Agreement and by the Grant Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c9251913-7a0e-48f8-bbcd-43687159abdf","order":38,"text":"\"Service\" means the continuous service of the Optionee to the Company as an Employee, a Director or a Consultant. Service is not interrupted by a bona fide leave of absence approved by the Company, provided that, for the purposes of an Incentive Stock Option, employment is treated as continuing during only the first three (3) months of a leave of absence unless re-employment is guaranteed by statute or by contract.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0b3e212e-2125-4c66-9fae-e7fea7c8a35b","order":39,"text":"\"Shares\" means shares of Common Stock of the Company, as adjusted in accordance with the section of this Agreement entitled \"Adjustments upon Changes in Capitalization\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ccf21e51-46e8-4a07-843c-01b3e645529b","order":40,"text":"\"Ten Percent Stockholder\" means a person who, at the time an option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of a parent corporation or a subsidiary corporation of the Company, taking into account the attribution rules of Section 424(d) of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7b0a09d5-f5ca-4c88-9de9-2855e5fbc39b","order":41,"text":"\"Termination Date\" means the date on which the Service of the Optionee terminates, as determined by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b876c700-df93-4844-8a1d-764aa70f6104","order":42,"text":"3. ADMINISTRATION OF THE PLAN","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S03"},{"id":"69ccc170-568e-4585-834d-774e327601a3","order":43,"text":"The Plan is administered by the Board. The Board may delegate the administration of the Plan to a Committee appointed in accordance with Section 141(c) of the General Corporation Law of the State of Delaware, in which case references in this Agreement to the Board are to that Committee to the extent of the delegation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f57245d-2bb9-4fa9-ac20-9e2c1cf0998c","order":44,"text":"Subject to the terms of the Plan, the Board has full authority to determine the persons to whom options are granted, the number of Shares subject to each option, the exercise price, the vesting schedule and the term of each option, and whether an option is designated as an Incentive Stock Option or as a Nonstatutory Stock Option; to construe and interpret the Plan and any agreement made under it; to prescribe, amend and rescind rules relating to the Plan; to correct any defect or omission and to reconcile any inconsistency in the Plan or in any option agreement; and to make all other determinations necessary or advisable for the administration of the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70a59135-d838-4327-8a91-af979a482cd0","order":45,"text":"Delegation to officers. The Board may, by resolution and to the extent permitted by Section 157(c) of the General Corporation Law of the State of Delaware, delegate to one or more officers of the Company the authority to grant options, provided that the resolution fixes the maximum number of Shares issuable upon exercise of the options that may be granted under it, the period during which those options and the Shares issuable upon their exercise may be issued, and the minimum consideration for which the options may be issued and for which the underlying Shares may be acquired. The authority to grant Incentive Stock Options may not be delegated other than to a Committee composed of members of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4098a970-73f9-48a7-afc1-7b0b1bc3c0bc","order":46,"text":"All determinations, interpretations and constructions made by the Board in good faith are final, binding and conclusive on all persons, including the Optionee and any person claiming through the Optionee, and are not subject to review save for manifest error or bad faith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d912f5d9-0a06-458c-b955-b6b318674ea0","order":47,"text":"No member of the Board is liable for any action taken or determination made in good faith with respect to the Plan or to any option granted under it, and each member is indemnified and held harmless by the Company to the fullest extent permitted by the certificate of incorporation and the bylaws of the Company and by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9afc1d62-10de-4a0b-a8c4-7fe8556b1873","order":48,"text":"4. SHARES SUBJECT TO THE PLAN","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S04"},{"id":"16fe8746-5828-4762-b082-7cfb008786a4","order":49,"text":"Share reserve. Subject to adjustment in accordance with the section of this Agreement entitled \"Adjustments upon Changes in Capitalization\", the maximum aggregate number of Shares that may be issued under the Plan is [Number of shares reserved] shares of Common Stock. All of the Shares so reserved may be issued upon the exercise of Incentive Stock Options.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29e929ff-1d0b-4b2b-bbdd-9602c44e9b3a","order":50,"text":"Source of Shares. Shares issued under the Plan may be authorized but unissued shares or shares reacquired by the Company, including shares repurchased by the Company on the open market or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b4dd418b-ea47-4e4b-ae0f-b7b736be6f3b","order":51,"text":"Recycling of Shares. If an option granted under the Plan expires, is cancelled, is forfeited or otherwise terminates without having been exercised in full, the Shares not acquired under that option again become available for issuance under the Plan. Shares withheld or tendered in satisfaction of an exercise price or of a tax withholding obligation, and Shares repurchased by the Company at their original exercise price, likewise again become available for issuance under the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ecd368c0-c2ff-45a3-8d77-c5fcceb61356","order":52,"text":"Statutory basis. Rights and options to purchase Shares are created and issued under the Plan pursuant to Section 157 of the General Corporation Law of the State of Delaware, and the consideration to be received by the Company for Shares issued upon the exercise of an option is not less than the consideration required by Section 153 of that law. The Company shall at all times reserve and keep available a sufficient number of Shares to satisfy the requirements of the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"573cdbcc-5362-4db2-bac3-3a895ddfa0bf","order":53,"text":"5. ELIGIBILITY AND TYPES OF OPTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S05"},{"id":"154078b8-9102-4f59-ac45-4168e1c17dae","order":54,"text":"Nonstatutory Stock Options may be granted under the Plan to Employees, Directors and Consultants of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bac11276-a108-4860-b4c1-2705ef8bfe13","order":55,"text":"Incentive Stock Options may be granted only to Employees of the Company or of a parent corporation or a subsidiary corporation of the Company within the meaning of Section 424(e) and Section 424(f) of the Code. An option granted to a person who is not an Employee is a Nonstatutory Stock Option, whatever designation it may bear.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f0df6bc5-90af-4cab-9e3d-7d7f5c9e26e1","order":56,"text":"To the extent that an option designated as an Incentive Stock Option fails for any reason to qualify as such under Section 422 of the Code, that option, or the portion of it that fails to qualify, is treated as a Nonstatutory Stock Option, and the remaining provisions of this Agreement continue to apply to it without change.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d7f8ad7a-0846-4845-bdc6-ac107df969e3","order":57,"text":"The designation of the Option granted under this Agreement is set out in the Grant Notice, and that designation determines the tax treatment described in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a93a2c06-7742-497c-bad2-3e9735d3adb6","order":58,"text":"Designation inconsistent with the status of the Optionee. The Optionee does not render Service as an Employee. An option granted to a person who is not an Employee cannot qualify as an Incentive Stock Option, whatever designation it bears in the Grant Notice. Accordingly, and notwithstanding the designation set out in the Grant Notice and any other provision of this Agreement, including the section entitled \"Incentive Stock Option Requirements and Limitations\", the Option is a Nonstatutory Stock Option and the provisions of this Agreement governing Nonstatutory Stock Options apply to it. The Company should amend the designation set out in the Grant Notice so that it reflects the true character of the Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="},{"field":"006ef0f7-515e-4cb5-afc6-8004b4a85f73","value":"Employee","type":"remove","operator":"="}]},{"id":"f426add1-12b8-404a-85cb-220015df4bd7","order":59,"text":"6. GRANT OF THE OPTION AND EXERCISE PRICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S06"},{"id":"b2b22cdb-f72b-4738-98e9-aa3379596e51","order":60,"text":"Grant. Subject to the terms and conditions of the Plan, the Company hereby grants to the Optionee, as of the Grant Date, an option to purchase [Number of shares] Shares at an Exercise Price of USD [Exercise price per share] per Share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"442113b8-b396-49d0-b922-6bc6c5a03580","order":61,"text":"Exercise Price. The Exercise Price is not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, as determined by the Board in accordance with the section of this Agreement entitled \"Fair Market Value and Compliance with Section 409A\". That requirement is imposed by Section 422(b)(4) of the Code for an Incentive Stock Option and by Treasury Regulation Section 1.409A-1(b)(5)(i)(A) for the exemption of the Option from Section 409A of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d68c7508-aa85-4ea9-8a9d-abba27816fc2","order":62,"text":"Ten Percent Stockholder. The Optionee is a Ten Percent Stockholder. Accordingly, and as required by Section 422(c)(5) of the Code, the Exercise Price is not less than one hundred and ten percent (110%) of the Fair Market Value of a Share on the Grant Date, and the Option is not exercisable after the expiration of five (5) years from the Grant Date, notwithstanding any longer term stated in the Grant Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"28cd96cf-be9b-49dd-b204-c895d06c6792","value":"Yes","type":"add","operator":"="},{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Nonstatutory Stock Option","type":"remove","operator":"="}]},{"id":"cdb06f9a-e1f9-45cf-87ef-9c0c03854cfd","order":63,"text":"Term. The Option expires on the expiration date set out in the Grant Notice and in no event later than the day preceding the tenth anniversary of the Grant Date, as required by Section 422(b)(3) of the Code. Any portion of the Option that has not been exercised on or before the expiration date lapses automatically and without compensation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"209e33cb-b232-45d6-ab9a-de9fd0735b8e","order":64,"text":"Consideration for the grant. The Option is granted in consideration of the Service rendered and to be rendered by the Optionee to the Company. No cash consideration is payable by the Optionee for the grant of the Option itself.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b08da320-8291-4220-a4cf-6466b7cff057","order":65,"text":"No obligation to notify. The Company has no obligation to notify the Optionee of the expiry of the Option, of the end of any period during which the Option remains exercisable after the termination of Service or of any other time limit arising under this Agreement. No failure to give such a notice extends any of those periods.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba386599-84ce-42df-9c70-be6c7c0fe154","order":66,"text":"7. FAIR MARKET VALUE AND COMPLIANCE WITH SECTION 409A","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"7bc763b0-ba93-4c1c-a49b-4ef846128f92","order":67,"text":"\"Fair Market Value\" means, as of any date, the value of a Share as determined by the Board in good faith on the basis of a reasonable valuation method that takes into account all information material to the value of the Company, including the value of its tangible and intangible assets, the present value of its anticipated future cash flows, the market value of comparable businesses, control premiums and discounts for lack of marketability, and the price obtained in any recent arm's length transaction in the stock of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75d36fe5-a91b-4945-92b2-6c983a9bb515","order":68,"text":"Independent appraisal. The most recent determination of Fair Market Value was made by reference to a valuation performed by a qualified independent appraiser as of [Date of the independent valuation], in accordance with the presumption of reasonableness described in Treasury Regulation Section 1.409A-1(b)(5)(iv)(B)(2)(i). That valuation is treated as reasonable for a period of twelve (12) months following the date as of which it was made, unless a material development occurs before the end of that period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd9fd7b7-ade4-49fe-9524-aa6f24cbb3ed","value":"Independent appraisal","type":"add","operator":"="}]},{"id":"78984833-dbf8-4b38-90e1-bec1e6e5dea1","order":69,"text":"Board determination. The most recent determination of Fair Market Value was made by the Board reasonably and in good faith and is evidenced by a written report prepared by a person whom the Company reasonably determined to be qualified, on the basis of significant knowledge, experience, education or training, to value the illiquid stock of a start-up corporation, in accordance with Treasury Regulation Section 1.409A-1(b)(5)(iv)(B)(2)(iii).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"cd9fd7b7-ade4-49fe-9524-aa6f24cbb3ed","value":"Independent appraisal","type":"remove","operator":"="}]},{"id":"74821ea2-980e-4141-b3b2-608a042b4138","order":70,"text":"Refreshing the valuation. The Company shall obtain an updated determination of Fair Market Value before granting further options where more than twelve (12) months have elapsed since the last determination, or upon the occurrence of any material development, including a priced financing round, a material change in the business of the Company, the receipt of an offer to acquire the Company or the commencement of negotiations for a Change in Control.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f8baca4-5bbe-4101-99f9-90ab2edabf49","order":71,"text":"Exemption from Section 409A. Because the Exercise Price is not less than the Fair Market Value of a Share on the Grant Date, because the Option is exercisable only for Shares that constitute service recipient stock, and because the Option contains no feature for the deferral of compensation beyond its exercise, the Option is intended to be exempt from Section 409A of the Code. This Agreement shall be construed and administered consistently with that intention.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ea95b809-f464-4351-9e62-3cdde07ee6c3","order":72,"text":"No tax guarantee. If the Option were nevertheless to be treated as providing for a deferral of compensation, the Optionee could become liable, under Section 409A(a)(1) of the Code, for immediate income inclusion, for an additional tax of twenty percent (20%) and for premium interest. Neither the Company nor the Board guarantees any particular tax result, and the Optionee remains solely responsible for the tax consequences of the Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ab3a5a8b-9007-4065-9a3b-21c5c7d8b11a","order":73,"text":"8. VESTING AND EXERCISABILITY OF THE OPTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"3caf3121-f4f9-4272-b4be-aa2e1d2e1b01","order":74,"text":"The Option becomes exercisable in instalments in accordance with the vesting schedule set out below, provided that the Optionee remains in continuous Service from the Vesting Commencement Date specified in the Grant Notice until each relevant vesting date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"619afcb2-0c0b-42ac-aed3-a066242f8eb0","order":75,"text":"Vesting schedule. Twenty-five percent (25%) of the Shares subject to the Option vest on the first anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the Shares subject to the Option vest on the corresponding day of each calendar month thereafter, so that the Option is vested in full on the fourth anniversary of the Vesting Commencement Date, subject in each case to the Optionee remaining in continuous Service.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ed034ada-8373-439a-9383-2af033782522","value":"4-year monthly with 1-year cliff","type":"add","operator":"="}]},{"id":"f6681730-1bdc-45be-ac4c-1f796a02c1f1","order":76,"text":"Vesting schedule. Twenty-five percent (25%) of the Shares subject to the Option vest on each of the first, second, third and fourth anniversaries of the Vesting Commencement Date, so that the Option is vested in full on the fourth anniversary of that date, subject in each case to the Optionee remaining in continuous Service.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ed034ada-8373-439a-9383-2af033782522","value":"4-year annual","type":"add","operator":"="}]},{"id":"30890711-e6c9-4a4a-8cb4-8c44954f7b5d","order":77,"text":"Vesting schedule. One third (1/3rd) of the Shares subject to the Option vest on the first anniversary of the Vesting Commencement Date, and one thirty-sixth (1/36th) of the Shares subject to the Option vest on the corresponding day of each calendar month thereafter, so that the Option is vested in full on the third anniversary of the Vesting Commencement Date, subject in each case to the Optionee remaining in continuous Service.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ed034ada-8373-439a-9383-2af033782522","value":"3-year monthly with 1-year cliff","type":"add","operator":"="}]},{"id":"e89f12e7-79d1-43a0-9c36-a2df83157008","order":78,"text":"Vesting schedule. The Option is vested and exercisable in full as to all of the Shares subject to it as from the Grant Date, and no further period of Service is required for the Option to become exercisable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ed034ada-8373-439a-9383-2af033782522","value":"Fully vested at grant","type":"add","operator":"="}]},{"id":"f574c9b9-b77e-4a8e-961d-86a29b803537","order":79,"text":"Fractional Shares. No fractional Share vests. Any fraction resulting from the application of the vesting schedule is rounded down to the nearest whole Share, and the accumulated fractions vest on the date on which the Option becomes vested in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c031fc9b-faf4-4516-b430-46e2bd909ffa","order":80,"text":"Cessation of vesting. Vesting ceases on the Termination Date. Save as expressly provided in the section of this Agreement entitled \"Effect of a Change in Control\", no vesting occurs after the Termination Date, and any portion of the Option that is then unvested is forfeited on that date without compensation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94a67be9-8440-4984-8441-d5d78663d710","order":81,"text":"9. MANNER OF EXERCISE AND PAYMENT OF THE EXERCISE PRICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S09"},{"id":"b2699618-dd31-46b7-bc26-82eec5142d9b","order":82,"text":"Notice of exercise. The Option is exercised by delivering to the Company a written notice of exercise, in the form prescribed by the Company from time to time, signed by the Optionee, stating the number of Shares in respect of which the Option is being exercised, together with payment in full of the aggregate Exercise Price and of any amount required to satisfy applicable tax withholding obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f84d7c75-4b6a-438e-b375-f7e4d50d2029","order":83,"text":"Partial exercise. The Option may be exercised in whole or in part as to its vested portion. The Option may not be exercised for a fraction of a Share and, unless the Board determines otherwise, may not be exercised for fewer than one hundred (100) Shares at any one time or, if fewer, for all of the Shares then vested and unexercised.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0868b734-35bb-4b22-99bd-260c3803c585","order":84,"text":"Payment of the Exercise Price. The aggregate Exercise Price is payable in cash, by check or by wire transfer of immediately available funds. The Board may, in its discretion and subject to applicable law, permit payment by the surrender of Shares already owned by the Optionee having a Fair Market Value equal to the aggregate Exercise Price, by a net exercise procedure under which the Company withholds from the Shares otherwise issuable a number of Shares having a Fair Market Value equal to the aggregate Exercise Price, or by any combination of those methods.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85780c82-d3ee-4536-a993-16a1ee709b76","order":85,"text":"Net exercise and Incentive Stock Options. A net exercise procedure may cause an option designated as an Incentive Stock Option to cease to satisfy the requirements of Section 422 of the Code. The Board shall not permit the net exercise of an option so designated unless the Optionee has first been informed in writing of that consequence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ffce55ed-1abd-4f4f-a8a3-b97dddf6adbf","order":86,"text":"Conditions to issuance. The Company is not obliged to issue Shares upon exercise unless the issuance complies with all applicable laws, including the Securities Act and applicable state securities laws, and unless the Optionee has executed such documents as the Company may reasonably require, including a joinder to any stockholders agreement, voting agreement, right of first refusal and co-sale agreement or similar agreement then in force among the holders of Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"de174d24-e1d1-4a06-9774-62adf3aff558","order":87,"text":"Issuance. Shares are issued as soon as reasonably practicable following a valid exercise. The Shares may be issued in uncertificated form, in which case the restrictions applicable to them are set out in the notice given under Section 151(f) of the General Corporation Law of the State of Delaware, and otherwise in the legend described in the section of this Agreement entitled \"Securities Law Compliance and Transfer Restrictions\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4eb96621-cef7-49ce-b442-bf0cf752ec9e","order":88,"text":"10. EARLY EXERCISE AND SECTION 83(b) ELECTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}],"sectionNum":"S10"},{"id":"e9325738-8254-4b79-9a9d-bd537bf4f50b","order":89,"text":"Early exercise permitted. The Board has determined that, to the extent that any portion of the Option is then unvested, the Option may be exercised in respect of that portion before it has vested. Shares acquired on the exercise of an unvested portion of the Option are unvested Shares, remain subject to the vesting schedule set out in this Agreement and are subject to the repurchase right described below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"e77f225d-80e8-4d92-a977-f064c920c284","order":90,"text":"Early exercise stock purchase agreement. Upon any early exercise, the Optionee shall execute an early exercise stock purchase agreement in the form prescribed by the Company. Unvested Shares may not be sold, transferred or encumbered, and the Company or its assignee has the right, exercisable at any time within ninety (90) days following the Termination Date, to repurchase all Shares that remain unvested at that date at a price per Share equal to the Exercise Price paid by the Optionee for them, without interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"36b226a1-8044-4bb1-a148-5951e010cc4e","order":91,"text":"Substantial risk of forfeiture. Shares acquired on the exercise of an unvested portion of the Option are subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code. In the absence of an election under Section 83(b) of the Code, the Optionee would recognize compensation income as and when those Shares vest, by reference to their value at each vesting date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"8d255a21-083d-4752-bccc-b477bb10b505","order":92,"text":"Election under Section 83(b). The Optionee may elect under Section 83(b) of the Code to include in gross income, for the taxable year in which the Shares are transferred, the excess of the Fair Market Value of the Shares at the date of transfer, determined without regard to any lapse restriction, over the amount paid for them. The election must be filed with the Internal Revenue Service no later than thirty (30) days after the date of transfer of the Shares, and a copy must be furnished to the Company. The election may be made on Internal Revenue Service Form 15620 or by a written statement containing the information required by Treasury Regulation Section 1.83-2(e).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"ebb8beca-b0c7-424d-b386-ffdcfe372b4a","order":93,"text":"Consequences of the election. The thirty (30) day period cannot be extended, and an election once made cannot be revoked without the consent of the Internal Revenue Service. Where the early exercise relates to an option designated as an Incentive Stock Option, an election under Section 83(b) of the Code also affects the computation of the item of adjustment for alternative minimum tax purposes under Section 56(b)(3) of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"193c17aa-c8a3-462c-b167-7999e70a5b9b","order":94,"text":"Responsibility of the Optionee. The Optionee acknowledges that the decision whether to make an election under Section 83(b) of the Code, and the timely and correct filing of any such election, are the sole responsibility of the Optionee, that the Company has no obligation to make the filing on behalf of the Optionee, and that the Optionee has been advised to consult an independent tax adviser before exercising the Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"bbeee531-3703-41a6-9868-007b4fa89e56","order":95,"text":"11. INCENTIVE STOCK OPTION REQUIREMENTS AND LIMITATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="}],"sectionNum":"S11"},{"id":"4f19b644-fab8-4b06-a4e0-859d7f848b75","order":96,"text":"Designation. The Option is designated in the Grant Notice as an Incentive Stock Option and is intended to qualify as such under Section 422 of the Code. The provisions of this section apply in addition to the other provisions of this Agreement and, in the event of inconsistency, prevail over them, except where a provision of this Agreement is expressed to apply notwithstanding this section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="}]},{"id":"cd1e7786-ee57-41c4-a797-6e4919f1e3e3","order":97,"text":"One hundred thousand dollar limitation. To the extent that the aggregate Fair Market Value, determined as of the Grant Date, of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year, under the Plan and under all other plans of the Company and of any parent corporation or subsidiary corporation of the Company, exceeds one hundred thousand United States dollars (USD 100,000), the portion of the Option that exceeds that limit is treated as a Nonstatutory Stock Option, as provided by Section 422(d) of the Code. Options are taken into account in the order in which they were granted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="}]},{"id":"ba55ed8d-1f61-4379-8039-e82e4e1b33a1","order":98,"text":"Employment requirement. The Option qualifies as an Incentive Stock Option only if the Optionee has been an Employee of the Company, or of a parent corporation or a subsidiary corporation of the Company, at all times from the Grant Date until the day three (3) months before the date of exercise, as required by Section 422(a)(2) of the Code. That period is extended to twelve (12) months where Service terminates by reason of Disability, and does not apply where Service terminates by reason of death, as provided by Section 422(c)(6) of the Code. An exercise outside those periods is an exercise of a Nonstatutory Stock Option and is taxable accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="}]},{"id":"c6de71b3-591a-4575-a90c-6446ff84f936","order":99,"text":"Holding periods and disqualifying disposition. The favourable treatment afforded by Section 421 of the Code applies only if the Optionee makes no disposition of the Shares within two (2) years from the Grant Date and within one (1) year from the date on which the Shares are transferred to the Optionee, as required by Section 422(a)(1) of the Code. A disposition made before the end of either period is a disqualifying disposition, and the Optionee shall notify the Company in writing within fifteen (15) days of any such disposition, stating the date of the disposition and the amount realized.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="}]},{"id":"168c2381-8914-4e29-8ad8-17406cdf2622","order":100,"text":"Alternative minimum tax. Although no regular income tax arises on the exercise of an Incentive Stock Option, the excess of the Fair Market Value of the Shares at the date of exercise over the Exercise Price is an item of adjustment for the purposes of the alternative minimum tax under Section 56(b)(3) of the Code, and may give rise to a tax liability in the year of exercise even though no Share is sold.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="}]},{"id":"923ff8cf-a9f6-4caa-8f4e-f451f3254ea8","order":101,"text":"Non-transferability. The Option is not transferable otherwise than by will or by the laws of descent and distribution and is exercisable during the lifetime of the Optionee only by the Optionee, as required by Section 422(b)(5) of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="}]},{"id":"094e4e67-ed89-4f42-ad44-38741b4792ac","order":102,"text":"Information statement. The Company shall furnish to the Optionee, no later than 31 January of the year following the calendar year in which the Optionee exercises the Option, the written statement required by Section 6039 of the Code, on Internal Revenue Service Form 3921, and shall file the corresponding return with the Internal Revenue Service no later than the last day of February of that year, or no later than 31 March of that year where the return is filed electronically.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="}]},{"id":"189df2c9-373a-4e05-a88b-6040992c22be","order":103,"text":"12. TERMINATION OF SERVICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S12"},{"id":"9906f199-9a82-42f8-8f2d-9f6d68a62ebf","order":104,"text":"General rule. Upon the termination of the Service of the Optionee for any reason other than death, Disability or Cause, the vested portion of the Option remains exercisable for a period of three (3) months from the Termination Date and lapses at the end of that period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"600a88ae-837c-4f62-8b85-551ee77f2171","order":105,"text":"Death. If the Service of the Optionee terminates by reason of death, or if the Optionee dies during the period in which the Option remains exercisable following the termination of Service, the vested portion of the Option remains exercisable for twelve (12) months from the date of death, by the personal representative of the Optionee or by the person to whom the Option passes by will or by the laws of descent and distribution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"134115f6-9187-4aec-9662-1b73da3bcf62","order":106,"text":"Disability. If the Service of the Optionee terminates by reason of Disability, the vested portion of the Option remains exercisable for twelve (12) months from the Termination Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d6fff232-5374-4d67-9a67-a6ff8ede4052","order":107,"text":"Cause. If the Service of the Optionee is terminated for Cause, the Option, whether vested or unvested, terminates immediately on the Termination Date and ceases to be exercisable. Where the Company suspends the Optionee pending an investigation that may lead to a termination for Cause, the Option may not be exercised during the period of suspension.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"224de769-5ecd-45ed-a88a-2b1e9f7a10e8","order":108,"text":"Outside limit. In no event may the Option be exercised after the expiration date set out in the Grant Notice. The periods described above do not extend the term of the Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"024db0bf-44a8-4ba1-980e-8c1e57b9fdea","order":109,"text":"Regulatory suspension. Where the exercise of the Option during a post-termination period would violate applicable securities laws, that period is extended until thirty (30) days after the exercise of the Option first ceases to be so prohibited, but never beyond the expiration date of the Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a712c1bc-e13e-4efb-ac0f-5ab511d0255b","order":110,"text":"13. LEAVES OF ABSENCE AND CHANGES IN STATUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S13"},{"id":"7b1b9683-65a6-47a9-9d98-0a9986927488","order":111,"text":"Approved leave of absence. The Service of the Optionee is treated as continuing while the Optionee is on military leave, sick leave or any other bona fide leave of absence approved by the Company, provided that the period of leave does not exceed three (3) months or that, where it is longer, the right of the Optionee to return to service is guaranteed by statute or by contract, in accordance with Treasury Regulation Section 1.421-1(h)(2).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c5e4bada-a595-4821-8b5f-2a6c7b1df9a4","order":112,"text":"Leave exceeding three months. Where the period of leave exceeds three (3) months and the right of the Optionee to return to service is neither guaranteed by statute nor guaranteed by contract, the employment relationship is treated, for the purposes of the Code, as having ended on the first day following the end of that three (3) month period. The Board determines, in accordance with the leave policies of the Company and with applicable law, whether and when the Service of the Optionee is otherwise to be treated as having terminated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e4327c10-8a49-4604-8901-86bb3a5a8e1e","order":113,"text":"Effect on the qualification of the Option. Where the employment relationship is treated as having ended in the circumstances described above, the Option ceases to qualify as an Incentive Stock Option three (3) months after that date, as required by Section 422(a)(2) of the Code, and is thereafter treated as a Nonstatutory Stock Option, without any other term of this Agreement being affected.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="}]},{"id":"f30cf0c5-834e-4907-bdc6-434e80f05261","order":114,"text":"Vesting during a leave. Unless applicable law provides otherwise or the Board decides otherwise, and to the extent that any portion of the Option is then unvested, vesting is suspended from the first day following three (3) continuous months of leave and resumes on the date on which the Optionee returns to Service, each remaining vesting date being deferred by the length of the suspension. Nothing in this section reduces any right of the Optionee under the Family and Medical Leave Act, under the Uniformed Services Employment and Reemployment Rights Act or under any comparable state law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d7f596fd-e0ad-410d-8958-925a54cedef6","order":115,"text":"Change in the capacity in which Service is rendered. A change in the capacity in which the Optionee renders Service, whether from Employee to Consultant or Director or otherwise, does not of itself terminate the Service of the Optionee, and the Option continues in accordance with its terms for so long as Service continues.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b11b65aa-594b-49f3-95ca-9aab96baf690","order":116,"text":"Change of capacity and Incentive Stock Option treatment. Where the Optionee ceases to be an Employee but continues in Service in another capacity, the Option ceases to be treated as an Incentive Stock Option three (3) months after the date on which the Optionee ceased to be an Employee, and is thereafter treated as a Nonstatutory Stock Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="}]},{"id":"b8566512-1ff1-497d-b7f4-4c00c229e62a","order":117,"text":"Reduction in working time. Where the Optionee moves to a materially reduced working schedule, the Board may, prospectively and to the extent permitted by applicable law, adjust the rate at which the Option continues to vest, provided that no such adjustment reduces the portion of the Option that has already vested.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6b00816d-9895-408a-b810-105b792d8c3e","order":118,"text":"14. NON-TRANSFERABILITY OF THE OPTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S14"},{"id":"a2a32ac6-d2f7-44f5-8e70-77ce392ff0ac","order":119,"text":"The Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner otherwise than by will or by the laws of descent and distribution, and may be exercised during the lifetime of the Optionee only by the Optionee. Any purported transfer in breach of this provision is void and of no effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"37560c66-f714-4311-90c8-6cfe8290440b","order":120,"text":"The Option may not be transferred pursuant to a domestic relations order, except to the extent that the Board expressly permits such a transfer in respect of a Nonstatutory Stock Option and that the transfer does not deprive the Plan of the benefit of Rule 701 under the Securities Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9dee63b-45ad-4db1-8761-16a257f70b69","order":121,"text":"The Shares acquired on the exercise of the Option remain subject to the restrictions on transfer described in the sections of this Agreement entitled \"Right of First Refusal and Repurchase Rights\", \"Market Stand-Off\" and \"Securities Law Compliance and Transfer Restrictions\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"03927382-1cac-4373-b964-6734da25d61e","order":122,"text":"Designation of a beneficiary. Where the Company makes a designation procedure available, the Optionee may designate in writing the person entitled to exercise the vested portion of the Option after the death of the Optionee. A designation takes effect only if it is made on the form prescribed by the Company and is received by the Company before the death of the Optionee. In the absence of a valid designation, or where the designated person does not survive the Optionee, the vested portion of the Option is exercisable by the personal representative of the Optionee or by the person to whom it passes by will or by the laws of descent and distribution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5420b412-2cf8-407d-8d82-a62a82026fe9","order":123,"text":"15. TAX MATTERS AND WITHHOLDING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S15"},{"id":"1dc9de49-98f7-4a21-8bae-d19bb7306464","order":124,"text":"Responsibility of the Optionee. The Optionee is solely responsible for all taxes, interest and penalties arising from the grant, the vesting, the exercise or the disposition of the Option and of the Shares. The Company makes no representation as to the tax treatment of the Option and does not undertake to structure the Option so as to reduce or eliminate the tax liability of the Optionee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"71f2c1ae-d6d9-47ca-9dac-e59bf7c1d06d","order":125,"text":"Nonstatutory Stock Option. On the exercise of a Nonstatutory Stock Option, the excess of the Fair Market Value of the Shares at the date of exercise over the Exercise Price is compensation income taxable under Section 83(a) of the Code. That amount is subject to federal, state and local income tax withholding and to employment taxes under Section 3402 and Section 3121 of the Code where the Optionee is an Employee, and is reported on Internal Revenue Service Form W-2 or, in the case of a Director or a Consultant who is not an Employee, on Internal Revenue Service Form 1099-NEC.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"remove","operator":"="}]},{"id":"0e9aa8fe-f5d1-4d73-83da-7721bce866a7","order":126,"text":"Option treated as nonstatutory. Because the Optionee is not an Employee, the Option is treated as a Nonstatutory Stock Option. On its exercise, the excess of the Fair Market Value of the Shares at the date of exercise over the Exercise Price is compensation income taxable under Section 83(a) of the Code, and is reported on Internal Revenue Service Form 1099-NEC or on such other information return as applies to the Optionee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"eb50139e-c640-4070-acf8-aef7908c5382","value":"Incentive Stock Option","type":"add","operator":"="},{"field":"006ef0f7-515e-4cb5-afc6-8004b4a85f73","value":"Employee","type":"remove","operator":"="}]},{"id":"cc887794-e59d-45d5-b994-60f576d471b9","order":127,"text":"Withholding. As a condition to the exercise of the Option and to the issuance of Shares, the Optionee shall pay to the Company, or make arrangements satisfactory to the Company for the payment of, all federal, state, local and foreign taxes that the Company is required by law to withhold. The Company may, in its discretion, satisfy that obligation by withholding from any compensation payable to the Optionee, by withholding Shares otherwise issuable having a Fair Market Value not exceeding the maximum statutory withholding rate applicable to the Optionee, or by requiring the Optionee to sell a sufficient number of Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"487b4f29-8188-4fb3-87eb-fd2d9d368e3e","order":128,"text":"The Company may refuse to issue Shares, and may refuse to register any transfer of Shares, until the Optionee has satisfied in full the withholding obligations described above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c910536c-e363-414e-83cd-c7961c71160d","order":129,"text":"Optionee who is not an Employee. Where the Optionee is a Director or a Consultant, the Company does not withhold income tax or employment taxes on the exercise of the Option. The Optionee is responsible for the payment of any income tax and of any self-employment tax due under Chapter 2 of the Code, and for making any estimated tax payment required under Section 6654 of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"006ef0f7-515e-4cb5-afc6-8004b4a85f73","value":"Employee","type":"remove","operator":"="}]},{"id":"465f77fc-ea27-4b95-aa8f-55748a2adb6d","order":130,"text":"Independent advice. The Optionee acknowledges having been advised to consult an independent tax adviser before exercising the Option or disposing of any Share, and confirms that the Optionee has not relied on the Company or on any of its officers, directors, employees or advisers for tax advice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"976899d0-c71d-4c22-8787-eb5048bf16c6","order":131,"text":"16. RIGHT OF FIRST REFUSAL AND REPURCHASE RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16"},{"id":"21a14586-3db3-4cc1-825b-f71616c706c9","order":132,"text":"Right of first refusal. Before any Share acquired under the Plan may be sold or otherwise transferred, the holder shall give written notice to the Company stating the identity of the proposed transferee, the number of Shares to be transferred, the price and the other terms of the proposed transfer. The Company, or any assignee designated by it, has the right to purchase all or part of the Shares so offered, on the terms stated in the notice, by giving written notice of exercise within thirty (30) days after receipt of the notice of the holder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"82bd3066-ddfe-4eb1-b383-5dad2c7a817f","order":133,"text":"Failure to exercise. If the Company does not exercise the right of first refusal in full within that period, the holder may complete the proposed transfer, on terms no more favourable to the transferee than those stated in the notice, within sixty (60) days after the end of that period, failing which the Shares again become subject to the right of first refusal. Any transferee takes the Shares subject to this Agreement and shall execute an instrument of adherence to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"26ea9a21-15df-43ac-bfcf-e8267c6db544","order":134,"text":"Exempt transfers. The right of first refusal does not apply to a transfer to the spouse, children, parents or siblings of the holder, or to a trust established for their benefit or for the benefit of the holder, provided that the transferee agrees in writing to be bound by this Agreement. The right of first refusal lapses on the closing of the first sale of common stock of the Company to the public pursuant to a registration statement declared effective under the Securities Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"54ca50a4-36ff-46f3-977b-08a0ce45cecf","order":135,"text":"Statutory basis and notation. The restrictions set out in this section are imposed by agreement between the Company and the holder and are permitted by Section 202(c) of the General Corporation Law of the State of Delaware. They are noted conspicuously in the legend described in the section of this Agreement entitled \"Securities Law Compliance and Transfer Restrictions\" or, for uncertificated Shares, in the notice given in respect of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a8a83c70-769b-42f7-a7ee-d5b609c4046d","order":136,"text":"Repurchase on cessation of Service. Where the Optionee ceases to be in Service, the Company, or any assignee designated by it, has the right, exercisable within ninety (90) days after the later of the Termination Date and the date on which the Shares are acquired, to repurchase all or part of the Shares acquired under the Plan at a price per Share equal to their Fair Market Value at the date of repurchase. Any repurchase is subject to the Company having funds legally available for that purpose in accordance with Section 160 of the General Corporation Law of the State of Delaware.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ac6deb2-4aac-4b04-b7cf-1266427d4cf6","order":137,"text":"17. STOCKHOLDER AGREEMENTS, DRAG-ALONG AND VOTING UNDERTAKINGS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S17"},{"id":"90713d2d-451c-4622-86c4-3d4ce4ae6530","order":138,"text":"Joinder as a condition to issuance. As a condition to the issuance of any Share on the exercise of the Option, the Company may require the Optionee to become a party, by executing a joinder or a counterpart in the form prescribed by the Company, to any stockholders agreement, voting agreement, right of first refusal and co-sale agreement or investors rights agreement then in force among the Company and its stockholders. Shares acquired under the Plan are held subject to those agreements as they may be amended from time to time in accordance with their own terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9f39e667-826e-4239-a44f-7c974e5a5a85","order":139,"text":"Drag-along undertaking. Where the Board and the holders of a majority of the outstanding voting stock of the Company approve a Change in Control, the Optionee shall, in respect of every Share then held by the Optionee, vote in favour of the transaction at any meeting of stockholders or by written consent given in accordance with Section 228 of the General Corporation Law of the State of Delaware, refrain from taking any step to obstruct or delay the transaction, sell the same proportion of Shares as is sold by the approving holders on the same terms and at the same price per share of the same class, and execute the documents reasonably required to give effect to the transaction. The Optionee is not required to give any representation or warranty other than as to title to the Shares, to the capacity of the Optionee and to the absence of encumbrances, nor to accept any liability exceeding the consideration actually received by the Optionee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7085b003-d909-4ce4-9b93-f539d26eb718","order":140,"text":"Appraisal and dissenters rights. To the fullest extent permitted by applicable law, the Optionee shall refrain from exercising any right of appraisal or of dissent in respect of a transaction approved in the manner described above, including any right conferred by Section 262 of the General Corporation Law of the State of Delaware, and this undertaking survives the completion of the transaction and the cancellation of the Shares. The Optionee acknowledges having had the opportunity to obtain independent legal advice before giving this undertaking.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"41cd55d6-0b44-4a0b-8554-e7cfe80ce98e","order":141,"text":"Irrevocable proxy. To secure the undertakings set out in this section, and only where the Optionee has failed to act within five (5) business days of a written request to do so, the Optionee appoints the Secretary of the Company, and any other person designated by the Board, as the proxy and attorney-in-fact of the Optionee, with full power of substitution, to vote the Shares and to execute the documents contemplated by this section. That proxy is coupled with an interest and is irrevocable in accordance with Section 212(e) of the General Corporation Law of the State of Delaware.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5079935-26dc-4257-b567-89f09782f6c0","order":142,"text":"Duration. The undertakings set out in this section, and the proxy granted under it, terminate on the earlier of the closing of the first firm commitment underwritten public offering of the common stock of the Company registered under the Securities Act of 1933 and the date on which the Optionee ceases to hold any Share acquired under the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"498e3e64-472b-4d16-af92-a87b2aacd2f0","order":143,"text":"18. MARKET STAND-OFF","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S18"},{"id":"df1d9d06-0d4b-4b4f-b23f-776f60887a50","order":144,"text":"The Optionee agrees that, in connection with the first registered public offering of common stock of the Company, the Optionee shall not, without the prior written consent of the Company and of the managing underwriters, sell, offer to sell, contract to sell, pledge, grant any option over, lend or otherwise dispose of, directly or indirectly, any Share or any security convertible into or exercisable for Shares, nor enter into any swap or other arrangement transferring any of the economic consequences of ownership of such securities, during the period commencing on the date of the final prospectus and ending one hundred and eighty (180) days after that date, or such shorter period as the managing underwriters may require.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"deb58a27-1932-486f-a599-58538615cfd4","order":145,"text":"The Optionee shall execute any agreement reflecting this undertaking that the managing underwriters may reasonably request, and the Company may impose stop transfer instructions with respect to the Shares until the end of the applicable period. This undertaking binds any transferee of the Shares and survives the termination of the Service of the Optionee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8eceec5a-35ef-407a-a296-0b21360673b6","order":146,"text":"19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S19"},{"id":"f7f9ce9c-330d-439e-b9a2-2e4ee9ea17f1","order":147,"text":"In the event of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of the Shares, or of any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, the Board shall make a proportionate and appropriate adjustment to the number and class of Shares reserved under the Plan, to the number and class of Shares subject to the Option and to the Exercise Price, so as to preserve, without enlarging, the benefit of the Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"74dfe94c-ed59-482b-ad30-122ba52b028b","order":148,"text":"Adjustments are made by the Board in a manner that satisfies Section 424(a) of the Code, so that an option designated as an Incentive Stock Option does not lose that status, and Treasury Regulation Section 1.409A-1(b)(5)(v), so that the Option does not become subject to Section 409A of the Code. The determination of the Board is final and binding on the Optionee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a9085893-5efa-4745-99bc-80be2d272f06","order":149,"text":"No adjustment is made in respect of the issuance by the Company of shares of any class for consideration, of securities convertible into shares of any class, or in respect of the conversion of any convertible security of the Company. No fractional Share is issued as the result of an adjustment, and the number of Shares subject to the Option is rounded down to the nearest whole Share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e686d7e5-c307-4483-b91f-319e889f9351","order":150,"text":"Dissolution or liquidation. In the event of the dissolution or liquidation of the Company, the Option terminates immediately before the completion of that transaction unless the Board provides otherwise. The Board shall notify the Optionee at least ten (10) days before the anticipated date of the dissolution or liquidation, and the vested portion of the Option remains exercisable until that date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"580a4412-6828-490d-a3db-c6c333a2db38","order":151,"text":"20. EFFECT OF A CHANGE IN CONTROL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S20"},{"id":"d930fe6f-f12a-42e7-92c2-72c7d70f180c","order":152,"text":"Treatment of the Option. In the event of a Change in Control, the Board may provide for the assumption of the Option by the surviving or acquiring entity, for the substitution of an equivalent option, for the payment in cash of the excess of the consideration payable per Share in the transaction over the Exercise Price in respect of the vested portion of the Option, or for the termination of the Option to the extent that it is not exercised before the completion of the transaction, provided in that case that the Optionee is given a reasonable opportunity to exercise the vested portion beforehand.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"120d8dca-493a-4755-bb4e-b1697f520475","order":153,"text":"Tax-compliant assumption. Any assumption or substitution shall be effected in a manner that satisfies Section 424(a) of the Code where the Option is designated as an Incentive Stock Option, and Treasury Regulation Section 1.409A-1(b)(5)(v)(D) in all cases, so that no additional tax arises under Section 409A of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a0684fb6-7d60-4efa-b54b-e685362ee704","order":154,"text":"Acceleration. The vesting of the Option does not accelerate by reason of a Change in Control. Vesting continues in accordance with the vesting schedule set out in this Agreement for so long as the Optionee remains in Service with the surviving or acquiring entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f93d6172-de17-4f1c-a498-e98857606da2","value":"No acceleration","type":"add","operator":"="}]},{"id":"973532ca-1f42-48b5-991e-331660ce272e","order":155,"text":"Acceleration. Immediately before the completion of a Change in Control, the vesting of the Option accelerates in full, so that the Option becomes exercisable as to all of the Shares subject to it, whether or not the Optionee remains in Service after the completion of the transaction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f93d6172-de17-4f1c-a498-e98857606da2","value":"Full acceleration on the Change in Control","type":"add","operator":"="}]},{"id":"da36718f-17ea-44f0-8c4e-93988e121d66","order":156,"text":"Acceleration. If, within twelve (12) months following the completion of a Change in Control, the Service of the Optionee is terminated by the Company or by the surviving or acquiring entity otherwise than for Cause, or the Optionee resigns for good reason as determined by the Board acting reasonably, the vesting of the Option accelerates in full immediately before that termination, so that the Option becomes exercisable as to all of the Shares subject to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f93d6172-de17-4f1c-a498-e98857606da2","value":"Full acceleration on a qualifying termination","type":"add","operator":"="}]},{"id":"dbe27100-b054-473d-b663-c4412ff348d3","order":157,"text":"Failure to assume. If the Option is neither assumed nor substituted in connection with a Change in Control, the vesting of the Option accelerates in full immediately before the completion of the transaction, and the Option terminates on completion to the extent that it has not been exercised.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c633fb61-93ad-4f4d-abe7-083492d28ce1","order":158,"text":"Parachute payments. If any benefit conferred by this Agreement would constitute a parachute payment within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code, that benefit is reduced to the largest amount that would not give rise to the excise tax, unless the Optionee would be better off, on an after-tax basis, receiving the benefit in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"557c854b-4167-47ec-b630-8539ce51cc08","order":159,"text":"21. SECURITIES LAW COMPLIANCE AND TRANSFER RESTRICTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S21"},{"id":"2f45e480-8efd-4cbf-a8bc-acab32e955ce","order":160,"text":"Exemption from registration. The Option and the Shares issuable upon its exercise are offered and sold in reliance on the exemption from registration provided by Rule 701 under the Securities Act, and on the exemptions available under applicable state securities laws. Where Rule 701 is unavailable, the Company may rely on Section 4(a)(2) of the Securities Act or on any other available exemption.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0af1cb3a-dc7d-470b-8854-10fc6d312e04","order":161,"text":"Disclosure. The Company shall deliver to the Optionee a copy of this Agreement and, where the aggregate sales price or amount of securities sold in reliance on Rule 701 during any consecutive twelve (12) month period exceeds ten million United States dollars (USD 10,000,000), the additional disclosure required by paragraph (e) of Rule 701, a reasonable period of time before the date of exercise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9175ad9b-89c9-4568-9a27-fb3bdc6e4c60","order":162,"text":"Investment representation. The Optionee represents that the Option is acquired, and that any Share acquired on its exercise will be acquired, for the account of the Optionee for investment and not with a view to the distribution of the Shares, and that the Optionee has had the opportunity to ask questions of the Company concerning its business, its financial condition and the terms of the Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a621bf0-70c7-456f-8eb2-c7f3c3881f51","order":163,"text":"Legend. Each certificate representing Shares acquired under the Plan, and each notice given in respect of uncertificated Shares, bears substantially the following legend:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f85a902-e955-4887-9284-38fa00266d20","order":164,"text":"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED. THESE SHARES ARE ALSO SUBJECT TO A RIGHT OF FIRST REFUSAL, TO REPURCHASE RIGHTS AND TO A MARKET STAND-OFF UNDERTAKING SET OUT IN AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2cd6fce1-6c87-4b45-b21c-df8c62212ae1","order":165,"text":"Stop transfer. The Company may impose stop transfer instructions and may refuse to register any transfer of Shares made otherwise than in accordance with this Agreement and with applicable law. Any transfer made in breach of this Agreement is void and confers no title on the purported transferee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a7aea978-b6ed-46f3-b41f-66beb2f28f2d","order":166,"text":"22. NO RIGHT TO CONTINUED SERVICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S22"},{"id":"044d06e2-c77b-48ec-8849-b36ac83637f9","order":167,"text":"Nothing in the Plan, in this Agreement or in the Grant Notice confers on the Optionee any right to continue in the employment of the Company, nor interferes in any way with the right of the Company or of the Optionee to terminate the employment relationship at any time, with or without cause and with or without notice. The employment of the Optionee is at will, unless a written employment agreement signed by a duly authorized officer of the Company expressly provides otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"006ef0f7-515e-4cb5-afc6-8004b4a85f73","value":"Employee","type":"add","operator":"="}]},{"id":"0a73857a-6948-4eb6-8feb-f51e947375a5","order":168,"text":"Nothing in the Plan, in this Agreement or in the Grant Notice confers on the Optionee any right to continue to provide services to the Company, nor interferes in any way with the right of the Company or of the Optionee to bring the service relationship to an end in accordance with the terms governing it. The Optionee does not become an employee of the Company by reason of the Option, and the grant of the Option creates no employment relationship.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"006ef0f7-515e-4cb5-afc6-8004b4a85f73","value":"Employee","type":"remove","operator":"="}]},{"id":"40743604-98a3-460f-8784-3490347a5301","order":169,"text":"The grant of the Option is a one-time benefit and creates no right to receive any future grant. The value of the Option and of the Shares acquired under it does not form part of normal or expected compensation for any purpose, including the calculation of severance, redundancy or end-of-service payments, of pension entitlements or of any similar benefit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85676918-665c-4e17-8cdc-92519726d66c","order":170,"text":"23. CONFIDENTIALITY, INTELLECTUAL PROPERTY AND FORFEITURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S23"},{"id":"6eb3e156-36e7-458f-8cf5-dc30a43e1c45","order":171,"text":"Related agreements. The grant of the Option is conditional on the Optionee being, or becoming on request, a party to the confidentiality and invention assignment agreement of the Company in the form generally used by it for persons in the position of the Optionee. That agreement remains in force in accordance with its own terms, and nothing in this Agreement limits it or is limited by it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2297581d-06b0-48fa-b6d3-48e8b0c5063c","order":172,"text":"Forfeiture for breach. Where the Optionee commits a material breach of that agreement, or of any comparable duty of confidentiality owed to the Company, the Board may, by written notice, cancel the unexercised portion of the Option, whether vested or unvested, and may exercise any right of repurchase described in the section of this Agreement entitled \"Right of First Refusal and Repurchase Rights\". The Board shall act reasonably and shall give the Optionee an opportunity to be heard before exercising that power.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32fee092-e1a6-4b53-86f9-ff4b378525d9","order":173,"text":"Protected activity. Nothing in this Agreement, in the Plan or in any related agreement prevents the Optionee from communicating with a governmental agency, from filing a charge with such an agency or from participating in an investigation conducted by it, from reporting a suspected violation of law, from discussing wages or the terms and conditions of employment where that discussion is protected by law, or from making any other disclosure that cannot lawfully be restricted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"de38610a-5f13-4d27-925f-38feff2d9774","order":174,"text":"Notice of immunity. Under Section 1833(b) of Title 18 of the United States Code, an individual is not criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual who brings proceedings against an employer for retaliation for having reported a suspected violation of law may disclose the trade secret to the attorney of that individual and use it in the proceeding, provided that any document containing the trade secret is filed under seal and that the trade secret is not otherwise disclosed except pursuant to an order of the court.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f780918-0f2e-4d61-b7b7-574a2afb28ab","order":175,"text":"No restraint on lawful employment. This section imposes no restriction on the right of the Optionee to work for any other person after the end of the Service, save to the extent of a separate written agreement that is enforceable under the law applicable to the Optionee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2e1b272e-7607-4066-a118-6dc526cafc44","order":176,"text":"24. RIGHTS AS A STOCKHOLDER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S24"},{"id":"d37f2ee6-25f5-4a86-b70a-92bbc27d3278","order":177,"text":"The Optionee has no right as a stockholder of the Company in respect of any Share subject to the Option until the Option has been validly exercised as to that Share, the Exercise Price and the applicable withholding taxes have been paid in full, and the Share has been entered in the name of the Optionee in the stock records of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9a5baf70-e52d-4c71-a800-383739968bec","order":178,"text":"No adjustment is made for a dividend or other right for which the record date precedes the date on which the Share is so entered, save as provided in the section of this Agreement entitled \"Adjustments upon Changes in Capitalization\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b74b3d02-6d11-49dc-90de-62d9233ef616","order":179,"text":"Shares acquired on the exercise of the Option are subject to the certificate of incorporation and the bylaws of the Company as in force from time to time, and to any stockholders agreement, voting agreement or investors rights agreement to which the holders of Shares of the same class are party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"41b51af3-3faa-4148-8efe-ddfa8977eb8f","order":180,"text":"25. AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S25"},{"id":"4b7207de-9322-48b9-9f69-35ec79e5e7d4","order":181,"text":"The Board may at any time amend, suspend or terminate the Plan, provided that no amendment, suspension or termination may impair the rights of the Optionee under an outstanding Option without the written consent of the Optionee, save where the amendment is necessary to comply with applicable law or to preserve the intended tax treatment of the Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa2efca8-04fe-4bed-833c-fa71d07aeeac","order":182,"text":"Stockholder approval. The approval of the stockholders of the Company is required for any amendment that increases the number of Shares reserved under the Plan, that changes the class of persons eligible to receive Incentive Stock Options, or that otherwise requires stockholder approval under Section 422 of the Code or under applicable law. That approval must be obtained within twelve (12) months before or after the adoption of the amendment by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"febc70a6-c488-464d-b43e-d5bd2039f38c","order":183,"text":"Amendment of an outstanding Option. The Board may amend the terms of an outstanding Option, provided that no amendment constituting a modification within the meaning of Section 424(h) of the Code is made to an option designated as an Incentive Stock Option without the written consent of the Optionee, and that no amendment reduces the Exercise Price below the Fair Market Value of a Share at the date of the amendment, so as to preserve the exemption of the Option from Section 409A of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"870c6a1b-637f-4a94-b30d-00e36f5dc4e0","order":184,"text":"Survival. The termination of the Plan does not affect options outstanding at the date of termination, which continue in force in accordance with their terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f660d495-d4c4-4aa0-871d-a81df6ca7d1a","order":185,"text":"26. ADOPTION BY THE BOARD AND APPROVAL BY THE STOCKHOLDERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S26"},{"id":"6c18ba93-10f9-4366-9368-50e2e09795c3","order":186,"text":"Adoption by the Board. The Plan was adopted by resolution of the Board of Directors of the Company on [Date of adoption by the Board], passed at a duly convened meeting or by unanimous written consent in accordance with Section 141(f) of the General Corporation Law of the State of Delaware. That resolution fixed the aggregate number of Shares reserved under the Plan, the class of persons eligible to receive options and the terms on which options may be granted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c4212685-2a1c-48f1-8f5a-13522db52aeb","order":187,"text":"Approval by the stockholders. The Plan was approved by the stockholders of the Company on [Date of approval by the stockholders], at a meeting or by written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware. That approval was given within twelve (12) months before or after the adoption of the Plan by the Board, as required by Section 422(b)(1) of the Code for the grant of Incentive Stock Options.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cb7fda38-4ad1-41ea-aa5e-76c29b48c1bd","order":188,"text":"Grant of the Option. The Option was granted by resolution of the Board on the Grant Date. The Board determined at that time the identity of the Optionee, the number of Shares subject to the Option, the Exercise Price, the vesting schedule and the designation of the Option, and confirmed that the Exercise Price is not less than the Fair Market Value of a Share on that date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a911394-d946-416c-b156-b282d959fa28","order":189,"text":"Records. The books and records of the Company reflect the grant of the Option. The Company shall maintain a record of all options granted under the Plan, of their exercise and of the Shares issued under the Plan, and shall make that record available to the Optionee on reasonable request in so far as it concerns the Optionee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32f380fd-45b4-4f61-9a0d-dc2771f97bf8","order":190,"text":"27. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S27"},{"id":"1b41ac22-336e-4a87-8490-ec5fb425fb11","order":191,"text":"Any notice given under this Agreement must be in writing and is duly given if delivered by hand, sent by a nationally recognized overnight courier, sent by certified or registered mail with postage prepaid and return receipt requested, or transmitted by electronic mail with confirmation of receipt.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"796bf95b-26ff-4d6c-b434-ac4be2ad24e0","order":192,"text":"Notices to the Company must be addressed to its Secretary at [Street address of the Company], [City, State and ZIP code], with a copy sent to [Email address of the Company]. Notices to the Optionee must be addressed to the address set out in the Grant Notice or to such other address as the Optionee may notify to the Company in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ba90634-23fb-4959-9a2c-7570190dd72f","order":193,"text":"A notice is deemed received on the date of delivery where it is delivered by hand, on the first business day after dispatch where it is sent by overnight courier, on the third business day after posting where it is sent by mail, and on the date of transmission where it is sent by electronic mail before 5.00 p.m. local time on a business day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"17916d0b-3092-4727-9b6a-9c740f3f463f","order":194,"text":"Electronic delivery. The Optionee consents to the delivery by electronic means of any document relating to the Plan, including this Agreement, the Grant Notice, any disclosure document and any notice of exercise, and to participation in the Plan through an electronic system established by the Company or by a third party designated by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca70b1ab-591d-4549-acb2-e747eedc3775","order":195,"text":"28. PERSONAL DATA","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S28"},{"id":"2ceee563-af9e-4bda-8659-439f8afa8355","order":196,"text":"Collection and use. The Company collects, holds and uses personal data concerning the Optionee, including the name, the address and the contact details of the Optionee, the taxpayer identification number of the Optionee and the details of the Option and of any Share acquired under it, for the purposes of administering the Plan, of maintaining the books and records of the Company, which may be kept in electronic form in accordance with Section 224 of the General Corporation Law of the State of Delaware, and of complying with the reporting and withholding obligations of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"946f69e8-9750-4ac4-a215-1cbc02007ed5","order":197,"text":"Disclosure. The Company may disclose that data to its professional advisers, to any transfer agent, broker, plan administrator or valuation firm engaged by it, to any prospective acquirer of the Company in connection with a Change in Control and to any tax authority or regulatory authority entitled to receive it, in each case for the purposes described above and subject to appropriate confidentiality undertakings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0d34be7e-fbbe-48af-bb9b-bac9043e22a5","order":198,"text":"Retention and rights of the Optionee. The data is retained for as long as is necessary for those purposes and for any further period required by applicable law. The Optionee may request access to the data held about the Optionee and the correction of any inaccuracy in it, and may exercise any further right conferred by the law applicable to the Optionee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3ac01ea2-036b-491e-b225-ccee46f12fc2","order":199,"text":"Withdrawal of consent. Where consent is the basis on which the data is processed, the Optionee may withdraw that consent at any time, but the Company may then be unable to administer the Option, which may affect the ability of the Optionee to exercise it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4eae2c49-7d0a-4f75-a34c-ea42f715b7b0","order":200,"text":"29. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S29"},{"id":"6fc0b4ed-dbf6-409f-8a56-ff31c3a3d843","order":201,"text":"Entire agreement. This Agreement, together with the Grant Notice and with any early exercise stock purchase agreement entered into under it, constitutes the entire agreement between the Parties in respect of the Option and supersedes all prior agreements, understandings, negotiations and representations, whether written or oral, relating to its subject matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aeb8f871-96c3-4c9b-8438-e45987a506c3","order":202,"text":"Amendment and waiver. No amendment to this Agreement is effective unless made in writing and signed by both Parties, subject to the section of this Agreement entitled \"Amendment, Suspension and Termination of the Plan\". No failure or delay by a Party in exercising a right under this Agreement operates as a waiver of that right, and no single or partial exercise of a right precludes any further exercise of it or of any other right.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f8acba0b-47f7-4e7c-9a53-352f4ab411d0","order":203,"text":"Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision is severed and the remaining provisions continue in full force and effect. The Parties shall replace the severed provision by a valid provision that comes as close as possible to the economic and legal intention of the severed provision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c871ceb3-1869-4069-8b82-1f2d1c2193f5","order":204,"text":"Successors and assigns. This Agreement binds and enures to the benefit of the Company and its successors and assigns, including any surviving or acquiring entity in a Change in Control, and, subject to the restrictions on transfer set out in this Agreement, of the heirs, executors, administrators and permitted transferees of the Optionee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"33ded514-997a-4f14-8113-5be3419cb2c0","order":205,"text":"Unfunded plan. The Plan is unfunded. The Optionee has the rights of a general unsecured creditor of the Company in respect of any obligation of the Company under the Plan, and no trust or other fiduciary relationship is created by the Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f7024d0e-d055-4a38-b0d0-c3cadf977dee","order":206,"text":"Recovery of compensation. The Option, the Shares acquired under it and any proceeds of their disposition are subject to recovery by the Company to the extent required by applicable law or by any compensation recovery policy adopted by the Board, and the Optionee shall promptly return any amount so recoverable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"689883aa-17bc-49ea-a3c5-73bf1eb2ba89","order":207,"text":"Counterparts and electronic signature. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one and the same instrument. Signatures transmitted by electronic means, including signatures applied through an electronic signature platform, have the same effect as original signatures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dd9ca5d1-1609-43ae-a1b2-80974695986a","order":208,"text":"Interpretation. Headings are for convenience only and do not affect the interpretation of this Agreement. A reference to a statutory provision includes that provision as amended and any regulation made under it. The words \"including\" and \"in particular\" are not words of limitation. A reference to a named section of this Agreement is a reference to that section however it may be renumbered from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"99e5e23d-3bdc-413e-8a9a-a7c339e35420","order":209,"text":"Compliance with law. The Company is not obliged to issue Shares, and the Optionee may not exercise the Option, where to do so would violate any applicable law, rule or regulation, or would require the Company to register the Shares under the Securities Act or under the securities laws of any state or foreign jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0ab9a07b-57cc-44f9-b424-930e5ad0740e","order":210,"text":"30. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S30"},{"id":"affd3295-d21d-4c4a-b0b9-ef488c59256e","order":211,"text":"Governing law. This Agreement, the Plan and the Grant Notice, and any dispute or claim arising out of or in connection with them, whether contractual or non-contractual, are governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of laws principle that would result in the application of the laws of another jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f5c1af3-6ed3-43af-809a-3191ace0bcca","order":212,"text":"Amicable resolution. The Parties shall first attempt in good faith to resolve any dispute arising under this Agreement by negotiation between the Optionee and an officer of the Company designated by the Board, within thirty (30) days after written notice of the dispute has been given by either Party to the other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32e7b71c-9346-4d0e-8039-511450b0b656","order":213,"text":"Forum. If the dispute is not resolved within that period, the Parties irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and, where that court lacks subject matter jurisdiction, of the federal courts sitting in the State of Delaware, and waive any objection based on venue or on the doctrine of forum non conveniens.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"82b9d08e-7ee7-431a-9790-04fc7d59020c","order":214,"text":"Waiver of jury trial. Each Party knowingly, voluntarily and irrevocably waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9062806a-cd83-4482-a718-3df07244a7eb","order":215,"text":"Interim relief. Nothing in this section prevents either Party from applying to any court of competent jurisdiction for injunctive or other equitable relief in order to protect its rights pending the resolution of a dispute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"73c2397d-5644-450e-8fe3-4ce9d695d505","order":216,"text":"31. STOCK OPTION GRANT NOTICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S31"},{"id":"4e8391d0-0bf7-4cbd-a396-b6423de73caf","order":217,"text":"The Board granted to the Optionee the option described below, on the terms and subject to the conditions set out in this Agreement. Capitalized terms used in this Grant Notice have the meanings given to them in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7edb70b7-6443-4e7b-a4d3-f1a3ec8391df","order":218,"text":"Company: [Legal name of the Company]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"c9ae1dd6-9ee4-46f4-8ea7-22af4888d6c8","order":219,"text":"Optionee: [Full legal name of the Optionee]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"6398aab2-1859-4f5d-aa76-7b2a87883008","order":220,"text":"Address of the Optionee: [Street address of the Optionee], [City, State and ZIP code]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"9488cd6d-2980-4c20-931a-6a414313e819","order":221,"text":"Relationship to the Company: Employee","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"5188c546-0dd8-4c22-891c-d451fce5d478","order":222,"text":"Plan: [Name of the Plan]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"ca0fcab9-9188-486d-94e3-5ebebd8120ee","order":223,"text":"Grant Date: [Grant date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"8b6bf307-f883-44ff-bef4-69b4e8f21121","order":224,"text":"Number of Shares subject to the Option: [Number of shares]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"75fbd4da-a175-47b0-98c6-f7335307c2e3","order":225,"text":"Class of shares: Common Stock","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"7f512db7-3eea-4b7b-9b33-0c90d989dc86","order":226,"text":"Exercise Price per Share: USD [Exercise price per share]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"8842484e-5b63-4006-8f9d-08c5d134265e","order":227,"text":"Type of Option: Incentive Stock Option","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"fabb2ff0-7e90-4b24-994d-4ec7f49bfa63","order":228,"text":"Vesting Commencement Date: [Vesting commencement date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"ac818c27-663f-4e92-a216-918ba86342a4","order":229,"text":"Vesting Schedule: 4-year monthly with 1-year cliff","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"57c09d9d-27f1-4164-9d42-059d3cf4f9dc","order":230,"text":"Early exercise of unvested Shares permitted: No","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"4fa39700-bd6a-494b-88bb-f322f2455966","order":231,"text":"Treatment of vesting on a Change in Control: No acceleration","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"0a83da21-4504-4b14-bbfb-4b8345c4b2e0","order":232,"text":"Expiration Date: [Expiration date of the Option]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"85b85ee4-9d5e-49d5-9cb2-60c2782ca8a3","order":233,"text":"Period for exercise after termination of Service: three (3) months","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8890bbeb-a077-4e04-8bf2-9577b17a6ccc","order":234,"text":"The Grant Notice forms an integral part of this Agreement and is to be read together with it. In the event of any inconsistency between the Grant Notice and the other provisions of this Agreement, the other provisions of this Agreement prevail, save as to the particulars of the grant set out above, which prevail except where a provision of this Agreement is expressed to apply notwithstanding the Grant Notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90e9b5db-5a4a-4d57-b145-025d3af184eb","order":235,"text":"32. ACKNOWLEDGEMENT AND ACCEPTANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S32"},{"id":"a645ccaf-e3c5-4e96-a56d-ced3888ed808","order":236,"text":"The Optionee acknowledges having received and read a copy of this Agreement and of the Grant Notice, accepts the Option subject to all of their terms and conditions, and agrees to be bound by the determinations of the Board made in accordance with them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1c7e5110-5b87-4fcd-a591-cb349dd04437","order":237,"text":"The Optionee acknowledges that the Option and any Share acquired under it involve a high degree of risk, that the Shares are not publicly traded and may never become publicly traded, that no public market for them exists or may ever exist, and that the Optionee may lose the entire amount paid on the exercise of the Option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"488b7c6d-65cc-4f49-a209-aa84ac215753","order":238,"text":"The Optionee acknowledges that the Company has not provided, and is not providing, legal, tax, financial or investment advice, and that the Optionee has had the opportunity to obtain independent advice before entering into this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a5b4510-a5c4-4a39-b0aa-cc5ca41761df","order":239,"text":"IN WITNESS WHEREOF, the Parties have executed this Agreement as of [Date of signature].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"259dae40-9a2d-4e49-809c-afd4feea2377","order":240,"text":"THE COMPANY","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"25e191a2-dd85-462d-9446-8ee0bafba368","order":241,"text":"[Legal name of the Company]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"4e0100da-ac64-420d-8160-541d1399e06f","order":242,"text":"By: [Name of the authorized signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"bba3fb4a-4386-4ffc-b9f0-1c60adf0b7c3","order":243,"text":"Title: [Title of the authorized signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"97e9b065-d472-470b-8367-6545eedf9f25","order":244,"text":"Signature: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"eaf0ae5c-264c-48ee-a491-1cc06c454bfd","order":245,"text":"THE OPTIONEE","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d7dbb6cd-1a9a-4f04-8cc2-21b5a733c9f2","order":246,"text":"[Full legal name of the Optionee]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"01e94733-32fe-4542-b5d9-0ef2d949ca48","order":247,"text":"Signature: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"38e10660-ba72-4da5-8634-7a05232b1350","order":248,"text":"Date: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9464fd06-bda3-4cca-8700-c9ab34c601a1","order":249,"text":"33. SCHEDULE — NOTICE OF EXERCISE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S33"},{"id":"b9a8aec1-f053-43af-a741-c9a5125d279d","order":250,"text":"The form set out below is the notice of exercise referred to in the section of this Agreement entitled \"Manner of Exercise and Payment of the Exercise Price\". It forms part of this Agreement and may be amended by the Company from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"b8699b73-8de3-4e3c-aa33-2552ac5b5a90","order":251,"text":"To: the Secretary of [Legal name of the Company], [Street address of the Company], [City, State and ZIP code].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff9e26ab-47f0-4628-9d76-d439b4e7d914","order":252,"text":"Exercise of the Option. The undersigned exercises the option granted on [Grant date] under the [Name of the Plan] and elects to purchase ______ shares of Common Stock of [Legal name of the Company] at an exercise price of USD [Exercise price per share] per share, for an aggregate exercise price of USD ______.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7defb5a1-7ed7-4ece-9d16-3d4d5edb48e7","order":253,"text":"Payment. Payment of the aggregate exercise price, together with any amount required to satisfy applicable tax withholding obligations, accompanies this notice in a form permitted by the Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eb275cae-0987-4a6f-b1c2-6a830973dd82","order":254,"text":"Representations of the undersigned. The undersigned represents that the shares are acquired for investment for the account of the undersigned and not with a view to their distribution; that the undersigned has received and read the Agreement and the Grant Notice; that the shares are acquired subject to the restrictions on transfer, to the right of first refusal, to the repurchase rights and to the market stand-off undertaking set out in the Agreement; and that the undersigned is responsible for all taxes arising from the exercise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24b59bd8-7894-46f7-99da-f27628d78f79","order":255,"text":"Address for the stock records. The undersigned asks that the shares be registered at the following address: ______________________________________________.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"4d8bcd82-daed-4b8e-8435-987f21eb66d7","order":256,"text":"Printed name: [Full legal name of the Optionee]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"d9d01f5d-c9b2-4c03-a71f-a5d38f79b90e","order":257,"text":"Signature: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"f7987b70-a241-4512-9926-7e29ef15ad70","order":258,"text":"Date: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ddc361cc-e2d3-4d71-846f-5cd4f936a7b2","order":259,"text":"34. SCHEDULE — ELECTION UNDER SECTION 83(b) OF THE CODE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}],"sectionNum":"S34"},{"id":"8f5731b6-e8dd-4e7d-9186-0cf7cf480647","order":260,"text":"Where the Optionee exercises the Option in respect of a portion that has not yet vested, the statement set out below may be used to make the election described in the section of this Agreement entitled \"Early Exercise and Section 83(b) Election\". The statement must be filed with the Internal Revenue Service office at which the taxpayer files a federal income tax return no later than thirty (30) days after the date of transfer, and a copy must be furnished to the Company. A copy no longer has to be attached to the federal income tax return of the taxpayer. Form 15620 published by the Internal Revenue Service may be used instead of the statement below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"5589fdcd-1258-4366-b3b8-b436e61ba689","order":261,"text":"ELECTION TO INCLUDE IN GROSS INCOME IN THE YEAR OF TRANSFER UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"ab45df97-1d04-4fa1-ac40-ba2877905e80","order":262,"text":"The undersigned taxpayer elects, under Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income for the taxable year stated below the excess, if any, of the fair market value of the property described below at the time of its transfer over the amount paid for that property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"ac15ca37-efcd-490c-bde6-1bd013191933","order":263,"text":"Taxpayer. Name: [Full legal name of the Optionee]. Address: [Street address of the Optionee], [City, State and ZIP code]. Taxpayer identification number: ______________________.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"78952218-9539-4af3-a92d-d725710c89c0","order":264,"text":"Property in respect of which the election is made: ______ shares of Common Stock issued by [Legal name of the Company], a corporation organized under the laws of the State of Delaware.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"520ac522-b988-4437-88b0-3d9de060afbc","order":265,"text":"Date of transfer: ______________________. Taxable year for which the election is made: ______________________.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"2289859f-cdd9-4071-bd47-74a804b4e11e","order":266,"text":"Nature of the restrictions to which the property is subject: the shares have not vested and may be repurchased by the company at the price paid for them if the service of the taxpayer ends before they vest; the shares are also subject to restrictions on transfer and to a right of first refusal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"c5a26962-f9e7-486b-afa4-bbd6210fa26d","order":267,"text":"Fair market value of the property at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse: USD ______ per share, USD ______ in aggregate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"9c576899-64a7-47d5-927c-627dbf60bd44","order":268,"text":"Amount paid for the property: USD [Exercise price per share] per share, USD ______ in aggregate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"3f0c7ebd-a48c-4302-acfa-8bb8be7bf6cd","order":269,"text":"Amount to be included in gross income: USD ______.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"1b2bfcb6-a10b-4bae-bbb4-e0f1a5ee9bbd","order":270,"text":"A copy of this statement has been furnished to the person for whom the services are performed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"2c22ebb4-2a4c-47e1-b0cc-c56fd39cc218","order":271,"text":"Signature of the taxpayer: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"92b0e66f-a4d6-40ce-87f4-e209ffdec474","order":272,"text":"Date: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ee2471a7-e95b-420f-bf64-1d5c1e77f2ff","value":"Yes","type":"add","operator":"="}]},{"id":"1951854d-a641-4d69-90d0-8c3402538c51","order":273,"text":"35. SCHEDULE — CONSENT OF SPOUSE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S35"},{"id":"857d426b-1e1d-4135-8fcb-7298b3c26f1c","order":274,"text":"The consent set out below is to be signed where the Optionee is married. It is required in particular where the Optionee resides in a State in which property acquired during a marriage may be community property or may otherwise be subject to an interest of the spouse.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"f5494a5a-3b33-4a63-8a1d-f3bbb9977050","order":275,"text":"I, ______________________, the spouse of [Full legal name of the Optionee], have read and understood the [Name of the Plan] and Stock Option Grant Agreement to which this consent is attached.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bfc063a4-0736-4f52-a8be-ac5cb3471be7","order":276,"text":"I consent to the terms of that Agreement, and I agree that any interest that I may have in the shares acquired under it, including any community property interest, is held subject to that Agreement, and in particular to the restrictions on transfer, to the right of first refusal, to the repurchase rights and to the undertakings given in the section of that Agreement entitled \"Stockholder Agreements, Drag-Along and Voting Undertakings\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91998f0c-ced2-4ee6-9c2b-0733fae94943","order":277,"text":"I appoint my spouse as my attorney-in-fact in respect of any such interest for the purposes of that Agreement, and I agree to execute any document reasonably required to give effect to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"452f03f6-60ae-45dd-92e8-eda705c9d7d1","order":278,"text":"I acknowledge that I have been advised to obtain independent legal advice before signing this consent and that I have had the opportunity to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"4536bcfb-d260-4bb8-b83e-44fa57a9c637","order":279,"text":"Signature of the spouse: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"63743d73-85af-48eb-91cf-557c17a1505e","order":280,"text":"Printed name: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"8a7b3089-0d6f-46e0-b2b3-4f262646afc6","order":281,"text":"Date: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]