Incentive

Stock Option

This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares that is not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement.

Your right to purchase shares of Stock under this option will vest as to              of the total number of shares covered by this option, as shown on the cover sheet, on the              anniversary of the Grant Date (the “Anniversary Date”), provided you then continue in Service. Thereafter, for each such vesting date that you remain in Service, the number of shares of Stock which you may purchase under this option will vest at the rate of              per year as of each subsequent Anniversary Date. The resulting aggregate number of vested shares will be rounded to the nearest whole number (with 0.5 of a share rounded down), and you may not vest in more than the number of shares covered by this option.

No additional shares of Stock will vest after your Service has terminated for any reason, except as described below.

Termination

for Cause

Termination

for Good

Reason or Without

Cause

Termination

for Death

If your Service terminates because of your death, then this option will expire at the close of business at Company headquarters on the date that is twelve (12) months after the date of death. During that twelve-month period, your estate or heirs may exercise all or any portion of the option that was vested as of the date of death.

In addition, if you die during the 90-day period described in connection with a voluntary termination (i.e., a termination of your Service not on account of your death, Disability, Cause, without Cause or Good Reason), and a vested portion of the option has not yet been exercised, then this option will instead expire on the date that is the day before twelve (12) months after your termination date. In such a case, during the period following your death up to the date that is the day before twelve (12) months after your termination date, your estate or heirs may exercise all or any portion of this option that was vested as of the date of your termination of employment with the Company.

Termination

for Disability

Change of

Control

Leaves of

Absence

For purposes of the option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating three (3) months after you go on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.

The Company will determine, in its sole discretion, which leaves count for this purpose, and when your Service terminates, for all purposes under the Plan.

Notice of

Exercise

When you wish to exercise the option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form or by providing another notice of exercise to the extent that the Company authorizes such alternative provision of notice in writing. Your notice must specify the number of whole shares you wish to purchase (in a parcel of at least 100 shares, generally). Your notice must also specify how your shares of Stock should be registered (in your name only or in your and your spouse’s names as joint tenants with the right of survivorship). The notice will be effective when it is received by the Company.

If someone else wants to exercise the option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

Form of

Payment

When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be made in one (or a combination) of the following forms:

•        Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.

•        Shares of Stock which have already been owned by you and which are surrendered to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price.

•        By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes.

Withholding

Taxes

Transfer of

Option

During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise this option. You may not transfer or assign this option. For instance, you may not sell the option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of the option in your will or it may be transferred upon your death by the laws of descent and distribution.

Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in the option in any other way.

Retention

Rights

Stockholder

Rights

Applicable

Law

Forum

Selection

The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. Unless such capitalized terms are expressly defined in this Agreement (including, for example, by reference to your Confidentiality Agreement), such capitalized terms have the meanings set forth in the Plan.

This Agreement, the Plan and your Confidentiality Agreement constitute the entire understanding between you and the Company regarding this Award. To the extent there is any inconsistency between the terms of this Agreement and your Confidentiality Agreement, the terms of your Confidentiality Agreement shall govern. Nothing in this Agreement or the Plan shall affect your rights and obligations under the Confidentiality Agreement. Any other agreements, commitments or negotiations concerning this Award are superseded.

In order to administer the Plan, the Company may process personal data about you. Such data include, but are not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan.

By accepting this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed (including, with respect to non-U.S. resident Grantees, to the United States) to transferees who will include the Company and other persons who are designated by the Company to administer the Plan.

Consent to

Electronic

Delivery

Certain

Dispositions