{"id":40052,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/keyhole-inc-2000-equity-incentive-plan-and-form-of-stock-option.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"keyhole-inc-2000-equity-incentive-plan-and-form-of-stock-option","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/keyhole-inc-2000-equity-incentive-plan-and-form-of-stock-option.html","title":{"rendered":"Keyhole, Inc. 2000 Equity Incentive Plan and Form of Stock Option Agreement"},"content":{"rendered":"
 <\/font><\/p> 
KEYHOLE, INC. <\/b><\/font><\/p> 
 <\/font><\/p> 
EQUITY INCENTIVE PLAN <\/b><\/font><\/p> 
 <\/font><\/p> 
As Adopted on November 22, 2000 <\/b><\/font><\/p> 
 <\/font><\/p> 
1. <\/b>PURPOSE<\/u>.<\/b> The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and\npotential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company\u0092s future performance through awards of Options and Restricted Stock. Capitalized\nterms not defined in the text are defined in Section 22. This Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act. <\/font><\/p> 
 <\/font><\/p> 
2. <\/b>SHARES SUBJECT TO THE PLAN<\/u>. <\/u><\/b> <\/font><\/p> 
 <\/font><\/p> 
2.1 Number of Shares Available<\/u>. Subject to Sections 2.2 and 17 hereof,\nthe total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 2,250,000. Shares or such lesser number of Shares as permitted under Section 260.140.45 of Title 10 of the California Code of Regulations. Subject\nto Sections 2.2, 5.10 and 17 hereof, Shares subject to Awards previously granted will again be available for grant and issuance in connection with future Awards under this Plan to the extent such Shares: (i) cease to be subject to issuance upon\nexercise of an Option, other than due to exercise of such Option; (ii) are subject to an Award granted hereunder but the Shares subject to such Award are forfeited or repurchased by the Company at the original issue price; or (iii) are subject to an\nAward that otherwise terminates without Shares being issued. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards granted and outstanding under this\nPlan. <\/font><\/p> 
 <\/font><\/p> 
2.2 Adjustment of Shares<\/u>. In the event that the\nnumber of outstanding shares of the Company\u0092s Common Stock is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company\nwithout consideration, then (i) the number of Shares reserved for issuance under this Plan, (ii) the Exercise Prices of and number of Shares subject to outstanding Options and (iii) the Purchase Prices of and number of Shares subject to other\noutstanding Awards will be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but\nwill either be paid in cash at the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee; and provided, further, that the Exercise Price of any Option may not be decreased to\nbelow the par value of the Shares. <\/font><\/p> 
 <\/font><\/p> 
3.\n\n<\/b>ELIGIBILITY<\/u>.<\/b> ISOs (as defined in Section 5 hereof) may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in Section\n5 hereof) and Restricted <\/font>\n<\/p>\n\n\n\n 
\nStock Awards may be granted to employees, officers, directors and consultants of the Company or any Parent or Subsidiary of the Company; provided such\nconsultants render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. A person may be granted more than one Award under this Plan. <\/font><\/p> 
 <\/font><\/p> 
4. <\/b>ADMINISTRATION<\/u><\/b>. <\/font><\/p> 
 <\/font><\/p> 
4.1 Committee Authority<\/u>. This Plan will be administered by the\nCommittee or the Board if no Committee is created by the Board. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without\nlimitation, the Committee will have the authority to: <\/font><\/p> 
 <\/font><\/p>\n\n<\/pre>\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\nconstrue and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(b)<\/font><\/td>\nprescribe, amend and rescind rules and regulations relating to this Plan; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(c)<\/font><\/td>\napprove persons to receive Awards; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(d)<\/font><\/td>\ndetermine the form and terms of Awards; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(e)<\/font><\/td>\ndetermine the number of Shares or other consideration subject to Awards; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(f)<\/font><\/td>\ndetermine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or awards under any
\nother incentive or compensation plan of the Company or any Parent or Subsidiary of the Company; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(g)<\/font><\/td>\ngrant waivers of any conditions of this Plan or any Award; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(h)<\/font><\/td>\ndetermine the terms of vesting, exercisability and payment of Awards; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(i)<\/font><\/td>\ncorrect any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, any Award Agreement, any Exercise Agreement or any Restricted Stock Purchase
\nAgreement; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(j)<\/font><\/td>\ndetermine whether an Award has been earned; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(k)<\/font><\/td>\nmake all other determinations necessary or advisable for the administration of this Plan; and <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(l)<\/font><\/td>\nextend the vesting period beyond a Participant\u0092s Termination Date. <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
4.2 Committee Discretion<\/u>. Unless in contravention of any express terms of this Plan or Award, any determination made by the Committee with respect
\nto any Award will be made in its sole discretion either (i) at the time of grant of the Award, or (ii) subject to Section 5.9 hereof, at any later time. Any such determination will be final and binding on the Company and on all persons having an
\ninterest in any Award under this Plan. The Committee <\/font>\n<\/p>\n
\nmay delegate to one or more officers of the Company the authority to grant an Award under this Plan, provided such officer or officers are members of the
\nBoard. <\/font><\/p>\n
 <\/font><\/p>\n
5. <\/b>OPTIONS<\/u>.<\/b> The Committee may
\ngrant Options to eligible persons described in Section 3 hereof and will determine whether such Options will be Incentive Stock Options within the meaning of the Code (\u0093ISOs<\/i>\u0094) or Nonqualified Stock Options
\n(\u0093NQSOs<\/i>\u0094), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following: <\/font><\/p>\n
 <\/font><\/p>\n
5.1 Form of Option Grant.<\/u> Each Option granted under this Plan will be
\nevidenced by an Award Agreement which will expressly identify the Option as an ISO or an NQSO (\u0093Stock Option Agreement<\/i>\u0094), and will be in such form and contain such provisions (which need not be the same for each Participant) as the
\nCommittee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan. <\/font><\/p>\n
 <\/font><\/p>\n
5.2 Date of Grant<\/u>. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless a
\nlater date is otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option. <\/font><\/p>\n
 <\/font><\/p>\n
5.3 Exercise Period<\/u>. Options may be exercisable immediately but
\nsubject to repurchase pursuant to Section 11 hereof or may be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option; provided, however, that no Option will
\nbe exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all
\nclasses of stock of the Company or of any Parent or Subsidiary of the Company (\u0093Ten Percent Shareholder<\/i>\u0094) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide
\nfor Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines. Subject to earlier termination of the Option as provided herein, each
\nParticipant who is not an officer, director or consultant of the Company or of a Parent or Subsidiary of the Company shall have the right to exercise an Option granted hereunder at the rate of no less than twenty percent (20%) per year over five (5)
\nyears from the date such Option is granted. <\/font><\/p>\n
 <\/font><\/p>\n
5.4 Exercise
\nPrice<\/u>. The Exercise Price of an Option will be determined by the Committee when the Option is granted and may not be less than eighty-five percent (85%) of the Fair Market Value of the Shares on the date of grant; provided that (i) the Exercise
\nPrice of an ISO will not be less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant and (ii) the Exercise Price of any Option granted to a Ten Percent Shareholder will not be less than one hundred ten percent
\n(110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased must be made in accordance with Section 7 hereof. <\/font><\/p>\n
5.5 Method of Exercise<\/u>. Options may be exercised only by delivery to the Company of a written
\nstock option exercise agreement (the \u0093Exercise Agreement<\/i>\u0094) in a form approved by the Committee (which need not be the same for each Participant). The Exercise Agreement will state (i) the number of Shares being purchased, (ii) the
\nrestrictions imposed on the Shares purchased under such Exercise Agreement, if any, and (iii) such representations and agreements regarding Participant\u0092s investment intent and access to information and other matters, if any, as may be required
\nor desirable by the Company to comply with applicable securities laws. Participant shall execute and deliver to the Company the Exercise Agreement together with payment in full of the Exercise Price, and any applicable taxes, for the number of
\nShares being purchased. <\/font><\/p>\n
 <\/font><\/p>\n
5.6 Termination<\/u>. Subject to
\nearlier termination pursuant to Sections 17 and 18 hereof and notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following: <\/font><\/p>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\nIf the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may exercise such Participant\u0092s Options only to the extent that
\nsuch Options are exercisable as to Vested Shares upon the Termination Date or as otherwise determined by the Committee. Such Options must be exercised by the Participant, if at all, as to all or some of the Vested Shares calculated as of the
\nTermination Date or such other date determined by the Committee, within three (3) months after the Termination Date (or within such shorter time period, not less than thirty (30) days, or within such longer time period, not exceeding five (5) years,
\nafter the Termination Date as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an NQSO) but in any event, no later than the expiration date of the Options.
\n<\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(b)<\/font><\/td>\n\n
If the Participant is Terminated because of Participant\u0092s death or Disability (or the Participant dies within three (3) months after a Termination other than
\nfor Cause), then Participant\u0092s Options may be exercised only to the extent that such Options are exercisable as to Vested Shares by Participant on the Termination Date or as otherwise determined by the Committee. Such options must be exercised
\nby Participant (or Participant\u0092s legal representative or authorized assignee), if at all, as to all or some of the Vested Shares calculated as of the Termination Date or such other date determined by the Committee, within twelve (12) months
\nafter the Termination Date (or within such shorter time period, not less than six (6) months, or within such longer time period, not exceeding five (5) years, after the Termination Date as may be determined by the Committee, with any exercise beyond
\n(i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant\u0092s death or disability, within the meaning of Section 22(e)(3) of the Code, or (ii) twelve (12) months after the Termination Date
\nwhen the Termination is for Participant\u0092s disability, within the meaning of Section 22(e)(3) of the <\/font><\/p>\n<\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n\n
\nCode, deemed to be an NQSO) but in any event no later than the expiration date of the Options. <\/font><\/p>\n<\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(c)<\/font><\/td>\nIf the Participant is terminated for Cause, then Participant\u0092s Options shall expire on such Participant\u0092s Termination Date, or at such later time and on such conditions as
\nare determined by the Committee. <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
5.7
\nLimitations on Exercise<\/u>. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the
\nfull number of Shares for which it is then exercisable. <\/font><\/p>\n
 <\/font><\/p>\n
5.8
\nLimitations on ISOs<\/u>. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other
\nincentive stock option plan of the Company or any Parent or Subsidiary of the Company) will not exceed One Hundred Thousand Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for
\nthe first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options for the first One Hundred Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar year will be ISOs
\nand the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective
\nDate (as defined in Section 18 hereof) to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, then such different limit will be automatically incorporated herein and will apply to any Options granted
\nafter the effective date of such amendment. <\/font><\/p>\n
 <\/font><\/p>\n
5.9<\/p>\n
Modification, Extension or Renewal<\/u>. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a
\nParticipant, impair any of such Participant\u0092s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to
\nSection 5.10 hereof, the Committee may reduce the Exercise Price of outstanding Options without the consent of Participants by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price
\nthat would be permitted under Section 5.4 hereof for Options granted on the date the action is taken to reduce the Exercise Price; provided, further, that the Exercise Price will not be reduced below the par value of the Shares, if any. <\/font><\/p>\n
 <\/font><\/p>\n
5.10 No Disqualification<\/u>. Notwithstanding any other provision in
\nthis Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent
\nof the Participant, to disqualify any Participant\u0092s ISO under Section 422 of the Code. In no event shall the total number of Shares issued (counting each reissuance of a Share that was previously issued and then forfeited or repurchased by the
\nCompany as a separate issuance) under the Plan upon exercise of ISOs exceed 5,000,000 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan. <\/font><\/p>\n
6. <\/b>RESTRICTED STOCK<\/u>.<\/b> A Restricted Stock Award is an offer by the Company to sell to
\nan eligible person Shares that are subject to certain specified restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase Price, the restrictions to which the Shares will be
\nsubject, and all other terms and conditions of the Restricted Stock Award, subject to the following: <\/font><\/p>\n
 <\/font><\/p>\n
6.1 Form of Restricted Stock Award<\/u>. All purchases under a Restricted Stock Award made pursuant to this Plan will be evidenced by an Award Agreement
\n(\u0093Restricted Stock Purchase Agreement<\/i>\u0094) that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of
\nthis Plan. The Restricted Stock Award will be accepted by the Participant\u0092s execution and delivery of the Restricted Stock Purchase Agreement and full payment for the Shares to the Company within thirty (30) days from the date the Restricted
\nStock Purchase Agreement is delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase Agreement along with full payment for the Shares to the Company within such thirty (30) days, then the offer will
\nterminate, unless otherwise determined by the Committee. <\/font><\/p>\n
 <\/font><\/p>\n
6.2<\/p>\n
Purchase Price<\/u>. The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the Committee and will be at least eighty-five percent (85%) of the Fair Market Value of the Shares on the date the Restricted Stock
\nAward is granted or at the time the purchase is consummated, except in the case of a sale to a Ten Percent Shareholder, in which case the Purchase Price will be one hundred percent (100%) of the Fair Market Value on the date the Restricted Stock
\nAward is granted or at the time the purchase is consummated. Payment of the Purchase Price must be made in accordance with Section 7 hereof. <\/font><\/p>\n
 <\/font><\/p>\n
6.3 Restrictions<\/u>. Restricted Stock Awards may be subject to the restrictions set forth in Section 11 hereof or such other restrictions not
\ninconsistent with Section 25102(o) of the California Corporations Code. <\/font><\/p>\n
 <\/font><\/p>\n
7. <\/b>PAYMENT FOR SHARE PURCHASES<\/u><\/b>. <\/font><\/p>\n
 <\/font><\/p>\n
7.1 Payment<\/u>. Payment<\/u> for Shares purchased pursuant to this Plan may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law: <\/font><\/p>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\nby cancellation of indebtedness of the Company owed to the Participant; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(b)<\/font><\/td>\nby surrender of shares that: (i) either (A) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such
\nshares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or (B) were obtained by Participant in the public market and (ii) are clear of all liens, claims, encumbrances or security
\ninterests; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(c)<\/font><\/td>\n\n
by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to <\/font>\n<\/p>\n<\/td>\n<\/tr>\n<\/table>\n\n\n
 <\/font><\/td>\n\n
\n
avoid imputation of income under Sections 483 and 1274 of the Code; provided, however, that Participants who are not employees or directors of the Company
\nwill not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Exercise Price or Purchase Price, as the case may be, equal to the
\npar value of the Shares must be paid in cash or other legal consideration permitted by Delaware General Corporation Law; <\/font><\/p>\n<\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(d)<\/font><\/td>\nby waiver of compensation due or accrued to the Participant from the Company for services rendered; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(e)<\/font><\/td>\nwith respect only to purchases upon exercise of an Option, and provided that a public market for the Company\u0092s stock exists: <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(i)<\/font><\/td>\nthrough a \u0093same day sale\u0094 commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an \u0093NASD
\nDealer<\/i>\u0094) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such
\nShares to forward the total Exercise Price directly to the Company; or <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(ii)<\/font><\/td>\nthrough a \u0093margin\u0094 commitment from the Participant and an NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so
\npurchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price
\ndirectly to the Company; or <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(f)<\/font><\/td>\nby any combination of the foregoing. <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
7.2 Loan Guarantees<\/u>. The Committee may, in its sole discretion, elect to assist the Participant in paying for Shares purchased under this Plan by
\nauthorizing a guarantee by the Company of a third-party loan to the Participant. <\/font><\/p>\n
 <\/font><\/p>\n
8. <\/b>WITHHOLDING TAXES<\/u><\/b>. <\/font><\/p>\n
 <\/font><\/p>\n
8.1 Withholding Generally<\/u>. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy
\nfederal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash by the Company, such payment will be
\nnet of an amount sufficient to satisfy federal, state, and local withholding tax requirements. <\/font><\/p>\n
8.2 Stock Withholding<\/u>. When, under applicable tax laws, a Participant incurs tax liability in
\nconnection with the exercise or vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may in its sole discretion allow the Participant to satisfy
\nthe minimum withholding tax obligation by electing to have the Company withhold from the Shares to be issued that minimum number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that
\nthe amount of tax to be withheld is to be determined; but in no event will the Company withhold Shares if such withholding would result in adverse accounting consequences to the Company. All elections by a Participant to have Shares withheld for
\nthis purpose will be made in accordance with the requirements established by the Committee for such elections and be in writing in a form acceptable to the Committee. <\/font><\/p>\n
 <\/font><\/p>\n
9. <\/b>PRIVILEGES OF STOCK OWNERSHIP<\/u><\/b>. <\/font><\/p>\n
 <\/font><\/p>\n
9.1 Voting and Dividends<\/u>. No Participant will have any of the rights of a shareholder with respect to any Shares
\nuntil the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a shareholder and have all the rights of a shareholder with respect to such Shares, including the right to vote and receive all
\ndividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such
\nShares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock. The Participant will have no right to retain such stock
\ndividends or stock distributions with respect to Unvested Shares that are repurchased pursuant to Section 11 hereof. The Company will comply with Section 260.140.1 of Title 10 of the California Code of Regulations with respect to the voting rights
\nof Common Stock. <\/font><\/p>\n
 <\/font><\/p>\n
9.2 Financial Statements<\/u>. The Company
\nwill provide financial statements to each Participant annually during the period such Participant has Awards outstanding, or as otherwise required under Section 260.140.46 of Title 10 of the California Code of Regulations. Notwithstanding the
\nforegoing, the Company will not be required to provide such financial statements to Participants when issuance of Awards is limited to key employees whose services in connection with the Company assure them access to equivalent information.<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
10. <\/b>TRANSFERABILITY<\/u>.<\/b> Awards granted under
\nthis Plan, and any interest therein, will not be transferable or assignable by Participant, other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by instrument to an inter vivos or testamentary trust in which the
\noptions are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to \u0093immediate family\u0094 as that term is defined in 17 C.F.R. 240.16a-1(e), and may not be made subject to execution, attachment or similar process.
\nDuring the lifetime of the Participant an Award will be exercisable only by the Participant or Participant\u0092s legal representative and any elections with respect to an Award may be made only by the Participant or Participant\u0092s legal
\nrepresentative. <\/font><\/p>\n
11. <\/b>RESTRICTIONS ON SHARES<\/u><\/b>. <\/font><\/p>\n
 <\/font><\/p>\n
11.1 Right of First Refusal<\/u>. At the discretion of the Committee, the
\nCompany may reserve to itself and\/or its assignee(s) in the Award Agreement a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party, unless otherwise not permitted by
\nSection 25102(o) of the California Corporations Code, provided that such right of first refusal terminates upon the Company\u0092s initial public offering of Common Stock pursuant to an effective registration statement filed under the Securities
\nAct. <\/font><\/p>\n
 <\/font><\/p>\n
11.2 Right of Repurchase<\/u>. At the discretion of the
\nCommittee, the Company may reserve to itself and\/or its assignee(s) in the Award Agreement a right to repurchase Unvested Shares held by a Participant for cash and\/or cancellation of purchase money indebtedness owed to the Company by the Participant
\nfollowing such Participant\u0092s Termination at any time within the later of ninety (90) days after the Participant\u0092s Termination Date and the date the Participant purchases Shares under the Plan at the Participant\u0092s Exercise Price or
\nPurchase Price, as the case may be, provided that, unless the Participant is an officer, director or consultant of the Company or of a Parent or Subsidiary of the Company, such right of repurchase lapses at the rate of no less than twenty percent
\n(20%) per year over five (5) years from: (a) the date of grant of the Option or (b) in the case of Restricted Stock, the date the Participant purchases the Shares. <\/font><\/p>\n
 <\/font><\/p>\n
12. <\/b>CERTIFICATES<\/u>.<\/b> All certificates for Shares or other securities delivered under this Plan will be
\nsubject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other
\nrequirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted. <\/font><\/p>\n
 <\/font><\/p>\n
13. <\/b>ESCROW; PLEDGE OF SHARES<\/u>.<\/b> To enforce any restrictions on a Participant\u0092s Shares set forth in Section 11 hereof, the
\nCommittee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by
\nthe Company to hold in escrow until such restrictions have lapsed or terminated. The Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory
\nnote as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant\u0092s obligation to
\nthe Company under the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the
\nParticipant under the promissory note notwithstanding any pledge of the Participant\u0092s Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in
\nsuch form as the Committee will from time to time approve. <\/font><\/p>\n
 <\/font><\/p>\n
14. <\/b>EXCHANGE AND BUYOUT OF AWARDS<\/u>.<\/b> The Committee may, at any time or from time to time, authorize the Company, with the consent of the respective Participants, to <\/font><\/p>\n
\nissue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy from a Participant an
\nAward previously granted with payment in cash, shares of Common Stock of the Company (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree. <\/font><\/p>\n
 <\/font><\/p>\n
15. <\/b>SECURITIES LAW AND OTHER REGULATORY COMPLIANCE<\/u>.<\/b> This
\nPlan is intended to comply with Section 25102(o) of the California Corporations Code. Any provision of this Plan which is inconsistent with Section 25102(o) shall, without further act or amendment by the Company or the Board, be reformed to comply
\nwith the requirements of Section 25102(o). An Award will not be effective unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock
\nexchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan,
\nthe Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to (i) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and\/or (ii) compliance with any
\nexemption, completion of any registration or other qualification of such Shares under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to
\nregister the Shares with the SEC or to effect compliance with the exemption, registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for
\nany inability or failure to do so. <\/font><\/p>\n
 <\/font><\/p>\n
16. <\/b>NO
\nOBLIGATION TO EMPLOY<\/u>.<\/b> Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any
\nParent or Subsidiary of the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant\u0092s employment or other relationship at any time, with or without Cause. <\/font><\/p>\n
 <\/font><\/p>\n
17. <\/b>CORPORATE TRANSACTIONS<\/u><\/b>. <\/font><\/p>\n
 <\/font><\/p>\n
17.1 Assumption or Replacement of Awards by Successor or Acquiring
\nCompany<\/u>. In the event of (i) a dissolution or liquidation of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a
\nreincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the shareholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed,
\nconverted or replaced by the successor or acquiring corporation, which assumption, conversion or replacement will be binding on all Participants), (iii) a merger in which the Company is the surviving corporation but after which the shareholders of
\nthe Company immediately prior to such merger (other than any shareholder which merges with the Company in such merger, or which owns or controls another corporation which merges with the Company in such merger) cease to own their shares or other
\nequity interests in the Company, or (iv) the sale of all or substantially all of the assets of the Company, any or all outstanding Awards may be assumed, converted or <\/font><\/p>\n
\nreplaced by the successor or acquiring corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In the
\nalternative, the successor or acquiring corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to shareholders of the Company (after taking into account the existing provisions of
\nthe Awards). The successor or acquiring corporation may also substitute by issuing, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions and other
\nprovisions no less favorable to the Participant than those which applied to such outstanding Shares immediately prior to such transaction described in this Section 17.1. In the event such successor or acquiring corporation (if any) does not assume,
\nconvert, replace or substitute Awards, as provided above, pursuant to a transaction described in this Section 17.1, then notwithstanding any other provision in this Plan to the contrary, the vesting of such Awards will accelerate and the Options
\nwill become exercisable in full prior to the consummation of such event at such times and on such conditions as the Committee determines, and if such Options are not exercised prior to the consummation of the corporate transaction, they shall
\nterminate in accordance with the provisions of this Plan. <\/font><\/p>\n
 <\/font><\/p>\n
17.2
\nOther Treatment of Awards<\/u>. Subject to any greater rights granted to Participants under the foregoing provisions of this Section 17, in the event of the occurrence of any transaction described in Section 17.1 hereof, any outstanding Awards
\nwill be treated as provided in the applicable agreement or plan of reorganization, merger, consolidation, dissolution, liquidation or sale of assets. <\/font><\/p>\n
 <\/font><\/p>\n
17.3 Assumption of Awards by the Company<\/u>. The Company, from time to time, also may substitute or assume outstanding awards granted by another
\ncompany, whether in connection with an acquisition of such other company or otherwise, by either (i) granting an Award under this Plan in substitution of such other company\u0092s award or (ii) assuming such award as if it had been granted under
\nthis Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award
\nunder this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the exercise price
\nand the number and nature of shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such
\nnew Option may be granted with a similarly adjusted Exercise Price. <\/font><\/p>\n
 <\/font><\/p>\n
18. <\/b>ADOPTION AND SHAREHOLDER APPROVAL<\/u>.<\/b> This Plan will become effective on the date that it is adopted by the Board (the \u0093Effective Date<\/i>\u0094). This Plan will be approved by the shareholders of the Company
\n(excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve (12) months before or after the Effective Date. Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided, however, that: (i)
\nno Option may be exercised prior to initial shareholder approval of this Plan; (ii) no Option granted pursuant to an increase in the number of Shares approved by the Board shall be exercised prior to the time such increase has been approved by the
\nshareholders of the Company; (iii) in the event that initial shareholder approval is not obtained within the time period provided <\/font><\/p>\n
\nherein, all Awards granted hereunder shall be canceled, any Shares issued pursuant to any Award shall be canceled and any purchase of Shares issued hereunder
\nshall be rescinded; and (iv) Awards granted pursuant to an increase in the number of Shares approved by the Board which increase is not timely approved by shareholders shall be canceled, any Shares issued pursuant to any such Awards shall be
\ncanceled, and any purchase of Shares subject to any such Award shall be rescinded. <\/font><\/p>\n
 <\/font><\/p>\n
19. <\/b>TERM OF PLAN\/GOVERNING LAW<\/u>.<\/b> Unless earlier terminated as provided herein, this Plan will terminate ten (10) years from the Effective Date or, if earlier, the date of shareholder approval. This
\nPlan and all agreements hereunder shall be governed by and construed in accordance with the laws of the State of California. <\/font><\/p>\n
 <\/font><\/p>\n
20. <\/b>AMENDMENT OR TERMINATION OF PLAN<\/u>.<\/b> Subject to Section 5.9 hereof, the Board may at any time terminate or amend this Plan in any
\nrespect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the shareholders of the Company, amend this Plan
\nin any manner that requires such shareholder approval pursuant to Section 25102(o) of the California Corporations Code or the Code or the regulations promulgated thereunder as such provisions apply to ISO plans. <\/font><\/p>\n
 <\/font><\/p>\n
21. <\/b>NONEXCLUSIVITY OF THE PLAN<\/u>.<\/b> Neither the adoption of
\nthis Plan by the Board, the submission of this Plan to the shareholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation
\narrangements as it may deem desirable, including, without limitation, the granting of stock options and other equity awards otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific
\ncases. <\/font><\/p>\n
 <\/font><\/p>\n
22. <\/b>DEFINITIONS<\/u>.<\/b> As used in this
\nPlan, the following terms will have the following meanings: <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Award<\/i>\u0094 means any award under this Plan, including any Option or Restricted Stock Award. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Award Agreement<\/i>\u0094 means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth
\nthe terms and conditions of the Award, including the Stock Option Agreement and Restricted Stock Agreement. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Board<\/i>\u0094 means the Board of Directors of the Company. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Cause<\/i>\u0094 means Termination because of (i) any willful, material violation by the Participant of any law or
\nregulation applicable to the business of the Company or a Parent or Subsidiary of the Company, the Participant\u0092s conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of
\na common law fraud, (ii) the Participant\u0092s commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company, (iii) any material breach
\nby the Participant of any provision of any agreement or understanding between the Company or any Parent or Subsidiary of the Company and the Participant regarding the terms of the Participant\u0092s service as an employee, officer, director or<\/p>\n
<\/font>\n<\/p>\n
\nconsultant to the Company or a Parent or Subsidiary of the Company, including without limitation, the willful and continued failure or refusal of the
\nParticipant to perform the material duties required of such Participant as an employee, officer, director or consultant of the Company or a Parent or Subsidiary of the Company, other than as a result of having a Disability, or a breach of any
\napplicable invention assignment and confidentiality agreement or similar agreement between the Company or a Parent or Subsidiary of the Company and the Participant, (iv) Participant\u0092s disregard of the policies of the Company or any Parent or
\nSubsidiary of the Company so as to cause loss, damage or injury to the property, reputation or employees of the Company or a Parent or Subsidiary of the Company, or (v) any other misconduct by the Participant which is materially injurious to the
\nfinancial condition or business reputation of, or is otherwise materially injurious to, the Company or a Parent or Subsidiary of the Company. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Code<\/i>\u0094 means the Internal Revenue Code of 1986, as amended. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Committee<\/i>\u0094 means the committee created and appointed by the Board to administer this Plan, or if no
\ncommittee is created and appointed, the Board. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Company<\/i>\u0094 means Keyhole, Inc., or any successor corporation. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Disability<\/i>\u0094 means a disability, whether temporary or permanent, partial or total, as determined by the Committee. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Exercise Price<\/i>\u0094 means the price at which a holder of an Option may purchase the Shares issuable upon
\nexercise of the Option. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Fair Market Value<\/i>\u0094<\/p>\n
means, as of any date, the value of a share of the Company\u0092s Common Stock determined as follows: <\/font><\/p>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(a)<\/font><\/td>\nif such Common Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National Market on the date of determination as reported in The Wall Street
\nJournal<\/u>; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(b)<\/font><\/td>\nif such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities
\nexchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal<\/u>; <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(c)<\/font><\/td>\nif such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the
\nclosing bid and asked prices on the date of determination as reported by The Wall Street Journal<\/u> (or, if not so reported, as otherwise reported by any newspaper or other source as the Board may determine); or <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n\n\n
 <\/font><\/td>\n(d)<\/font><\/td>\nif none of the foregoing is applicable, by the Committee in good faith. <\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
\u0093Option<\/i>\u0094 means an award of an option to purchase Shares pursuant to Section 5 hereof. <\/font><\/p>\n
\u0093Parent<\/i>\u0094 means any corporation (other than the Company) in an unbroken chain of
\ncorporations ending with the Company if each of such corporations other than the Company owns stock representing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
\u0093Participant<\/i>\u0094 means a person who receives an
\nAward under this Plan. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Plan<\/i>\u0094 means this
\nKeyhole, Inc. 2000 Equity Incentive Plan, as amended from time to time. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Purchase Price<\/i>\u0094 means the price at which a Participant may purchase Restricted Stock. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Restricted Stock<\/i>\u0094 means Shares purchased pursuant to a Restricted Stock Award. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Restricted Stock Award<\/i>\u0094 means an award of Shares pursuant
\nto Section 6 hereof. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093SEC<\/i>\u0094 means the
\nSecurities and Exchange Commission. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Securities
\nAct<\/i>\u0094 means the Securities Act of 1933, as amended. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Shares<\/i>\u0094 means shares of the Company\u0092s Common Stock $0.001, par value, reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and 17 hereof, and any successor security. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Subsidiary<\/i>\u0094 means any corporation (other than the Company)
\nin an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock representing fifty percent (50%) or more of the total combined voting power of all classes
\nof stock in one of the other corporations in such chain. <\/font><\/p>\n
 <\/font><\/p>\n
\u0093Termination<\/i>\u0094 or \u0093Terminated<\/i>\u0094 means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director or
\nconsultant to the Company or a Parent or Subsidiary of the Company. A Participant will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the
\nCommittee, provided that such leave is for a period of not more than ninety (90) days (a) unless reinstatement (or, in the case of an employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or statute, or (b)
\nunless provided otherwise pursuant to formal policy adopted from time to time by the Company\u0092s Board and issued and promulgated in writing. In the case of any Participant on (i) sick leave, (ii) military leave or (iii) an approved leave of
\nabsence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Option be exercised
\nafter the expiration of the term set forth in the Stock Option Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide
\nservices (the \u0093Termination Date<\/i>\u0094). <\/font><\/p>\n
\u0093Unvested Shares<\/i>\u0094 means \u0093Unvested Shares\u0094 as defined in the Award Agreement.
\n<\/font><\/p>\n
 <\/font><\/p>\n
\u0093Vested Shares<\/i>\u0094 means \u0093Vested
\nShares\u0094 as defined in the Award Agreement. <\/font><\/p>\n
KEYHOLE, INC. <\/b><\/font><\/p>\n
 <\/font><\/p>\n
2000 EQUITY INCENTIVE PLAN <\/b><\/font><\/p>\n
 <\/font><\/p>\n
STOCK OPTION AGREEMENT <\/b><\/font><\/p>\n
 <\/font><\/p>\n
This Stock Option Agreement (the \u0093Agreement<\/i><\/b>\u0094) is made and entered into as of the date of grant set forth below (the<\/p>\n
\u0093Date of Grant<\/i><\/b>\u0094) by and between Keyhole, Inc., a Delaware corporation (the \u0093Company<\/i><\/b>\u0094), and the participant named below (the \u0093Participant<\/i><\/b>\u0094). Capitalized terms not defined herein
\nshall have the meaning ascribed to them in the Company\u0092s 2000 Equity Incentive Plan (the \u0093Plan<\/i><\/b>\u0094). <\/font><\/p>\n
 <\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Participant:<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Social Security Number:<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Address:<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Total Option Shares:<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Exercise Price Per Share:<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Date of Grant:<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
First Vesting Date:<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Expiration Date:<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n\n
(unless earlier terminated under Section 5.6 of the Plan)<\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Classification of Optionee<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\n
<\/b><\/font>\u00a8<\/b><\/font><\/b> Exempt
\nEmployee<\/b><\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n\n
<\/b><\/font>\u00a8<\/b><\/font><\/b> Nonexempt
\nEmployee<\/b><\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Type of Stock Option<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
(Check one):<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\n
<\/b><\/font>\u00a8<\/b><\/font><\/b> Incentive
\nStock Option<\/b><\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n\n
<\/b><\/font>\u00a8<\/b><\/font><\/b>
\nNonqualified Stock Option<\/b><\/font><\/p>\n<\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
1. <\/b>Grant
\nof Option<\/u>.<\/b> The Company hereby grants to Participant an option (this \u0093Option<\/i><\/b>\u0094) to purchase the total number of shares of Common Stock, $0.001 par value, of the Company set forth above as Total Option Shares (the
\n\u0093Shares<\/i><\/b>\u0094) at the Exercise Price Per Share set forth above (the \u0093Exercise Price<\/i><\/b>\u0094), subject to all of the terms and conditions of this Agreement and the Plan. If designated as an Incentive Stock Option
\nabove, the Option is intended to qualify as an \u0093incentive stock option\u0094 (the \u0093ISO<\/i><\/b>\u0094) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the \u0093Code<\/u><\/b>\u0094).<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
2. <\/b>EXERCISE PERIOD.<\/b> <\/font><\/p>\n
 <\/font><\/p>\n
2.1 <\/b>Exercise Period of Option<\/u>.<\/b> Provided Participant
\ncontinues to provide services to the Company or any Subsidiary or Parent of the Company, the Option will become vested and exercisable as to portions of the Shares as follows: (i) this Option shall not vest nor be exercisable with respect to any of
\nthe Shares until the First Vesting Date set forth on the first page of this Agreement (the \u0093First Vesting Date<\/i><\/b>\u0094); (ii) on the First Vesting Date the Option will become vested and exercisable as to twenty-five percent (25%) of
\nthe Shares; and (iii) thereafter at the end of each full succeeding month the Option will <\/font>\n<\/p>\n
\nbecome vested and exercisable as to 2.083% of the Shares until the Shares are vested with respect to one hundred percent (100%) of the Shares. If application
\nof the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month this Option shall become exercisable for
\nthe full remainder of the Shares. <\/font><\/p>\n
 <\/font><\/p>\n
2.2 <\/b>Vesting of
\nOptions<\/u>.<\/b> Shares that are vested pursuant to the schedule set forth in Section 2.1 are \u0093Vested Shares<\/i><\/b>.\u0094 Shares that are not vested pursuant to the schedule set forth in Section 2.1 are \u0093Unvested
\nShares<\/i><\/b>.\u0094 <\/font><\/p>\n
 <\/font><\/p>\n
2.3 <\/b>Expiration<\/u>.<\/b> The
\nOption shall expire on the Expiration Date set forth above or earlier as provided in Section 3 below or pursuant to Section 5.6 of the Plan. <\/font><\/p>\n
 <\/font><\/p>\n
3. <\/b>TERMINATION<\/u>.<\/b> <\/font><\/p>\n
 <\/font><\/p>\n
3.1 <\/b>Termination for Any Reason Except Death, Disability or Cause<\/u>.<\/b> If Participant is Terminated for any reason, except death,
\nDisability or for Cause, the Option, to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the Termination Date, but in
\nany event no later than the Expiration Date. <\/font><\/p>\n
 <\/font><\/p>\n
3.2<\/p>\n
<\/b>Termination Because of Death or Disability<\/u>.<\/b> If Participant is Terminated because of death or Disability of Participant (or Participant dies within three (3) months of Termination when Termination is for any reason other than
\nParticipant\u0092s Disability or for Cause), the Option, to the extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant\u0092s legal representative) no later than twelve (12) months after
\nthe Termination Date, but in any event no later than the Expiration Date. Any exercise beyond (i) three (3) months after the Termination Date when the Termination is for any reason other than the Participant\u0092s death or disability, within the
\nmeaning of Section 22(e)(3) of the Code; or (ii) twelve (12) months after the Termination Date when the termination is for Participant\u0092s disability, within the meaning of Section 22(e)(3) of the Code, is deemed to be an NQSO. <\/font><\/p>\n
 <\/font><\/p>\n
3.3 <\/b>Termination for Cause<\/u>.<\/b> If the Participant is
\nterminated for Cause, the Participant may exercise such Participant\u0092s Options, but not to an extent greater than such Options are exercisable as to Vested Shares upon the Termination Date and Participant\u0092s Options shall expire on such
\nParticipant\u0092s Termination Date, or at such later time and on such conditions as are determined by the Committee. <\/font><\/p>\n
 <\/font><\/p>\n
3.4 <\/b>No Obligation to Employ<\/u>.<\/b> Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ
\nof, or other relationship with, the Company or any Parent or Subsidiary of the Company, or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant\u0092s employment or other relationship at any
\ntime, with or without Cause. <\/font><\/p>\n
 <\/font><\/p>\n
2 <\/font><\/p>\n
4. <\/b>MANNER OF EXERCISE<\/u>.<\/b> <\/font><\/p>\n
 <\/font><\/p>\n
4.1 <\/b>Stock Option Exercise Agreement<\/u>.<\/b> To exercise this Option, Participant (or in the case of exercise
\nafter Participant\u0092s death or incapacity, Participant\u0092s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in
\nsuch other form as may be approved by the Committee from time to time (the \u0093Exercise Agreement<\/i><\/b>\u0094), which shall set forth, inter alia, (i) Participant\u0092s election to exercise the Option, (ii) the number of Shares being
\npurchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant\u0092s investment intent and access to information as may be required by the Company to comply with applicable
\nsecurities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be
\nsubject to all of the restrictions contained herein as if such person were the Participant. <\/font><\/p>\n
 <\/font><\/p>\n
4.2 <\/b>Limitations on Exercise<\/u>.<\/b> The Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities laws, as they are in effect on the date of
\nexercise. The Option may not be exercised as to fewer than one hundred (100) Shares unless it is exercised as to all Shares as to which the Option is then exercisable. <\/font><\/p>\n
 <\/font><\/p>\n
4.3 <\/b>Payment<\/u>.<\/b> The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the
\nshares being purchased in cash (by check), or where permitted by law: <\/font><\/p>\n
 <\/font><\/p>\n
(a) by cancellation of indebtedness of the Company to the Participant; <\/font><\/p>\n
 <\/font><\/p>\n
(b) by surrender of shares of the Company\u0092s Common Stock that (i) either (A) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such
\nshares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by Participant in the open public market; and (ii) are clear of all liens, claims, encumbrances or
\nsecurity interests; <\/font><\/p>\n
 <\/font><\/p>\n
(c) by waiver of compensation due or
\naccrued to Participant for services rendered; <\/font><\/p>\n
 <\/font><\/p>\n
(d) provided
\nthat a public market for the Company\u0092s stock exists: (i) through a \u0093same day sale\u0094 commitment from Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an \u0093NASD
\nDealer<\/i><\/b>\u0094) whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such
\nShares to forward the total Exercise Price directly to the Company, or (ii) through a \u0093margin\u0094 commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and to pledge the Shares so
\npurchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the <\/font><\/p>\n
 <\/font><\/p>\n
3 <\/font><\/p>\n
\ntotal Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price directly to the
\nCompany; <\/font><\/p>\n
 <\/font><\/p>\n
(e) any other form of consideration approved by the
\nCommittee; or <\/font><\/p>\n
 <\/font><\/p>\n
(f) by any combination of the foregoing.<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
4.4 <\/b>Tax Withholding<\/u>.<\/b> Prior to the
\nissuance of the Shares upon exercise of the Option, Participant must pay or provide for any applicable federal, state and local withholding obligations of the Company. If the Committee permits, Participant may provide for payment of withholding
\ntaxes upon exercise of the Option by requesting that the Company retain the minimum number of Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld; but in no event will the Company withhold Shares if such
\nwithholding would result in adverse accounting consequences to the Company. In such case, the Company shall issue the net number of Shares to the Participant by deducting the Shares retained from the Shares issuable upon exercise. <\/font><\/p>\n
 <\/font><\/p>\n
4.5 <\/b>Issuance of Shares<\/u>.<\/b> Provided that the Exercise
\nAgreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of Participant, Participant\u0092s authorized assignee, or Participant\u0092s legal representative,
\nand shall deliver certificates representing the Shares with the appropriate legends affixed thereto. <\/font><\/p>\n
 <\/font><\/p>\n
5. <\/b>Notice of Disqualifying Disposition of ISO Shares<\/u>.<\/b> If the Option is an ISO, and if Participant sells or otherwise disposes of any
\nof the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, and (ii) the date one (1) year after transfer of such Shares to Participant upon exercise of the Option, Participant shall
\nimmediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant from the early disposition by payment in
\ncash or out of the current wages or other compensation payable to Participant. <\/font><\/p>\n
 <\/font><\/p>\n
6. <\/b>Compliance with Laws and Regulations<\/u>.<\/b> The Plan and this Agreement are intended to comply with Section 25102(o) of the California Corporations Code and any regulations relating thereto. Any
\nprovision of this Agreement which is inconsistent with Section 25102(o) or any regulations relating thereto shall, without further act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o) and any
\nregulations relating thereto. The exercise of the Option and the issuance and transfer of Shares shall be subject to compliance by the Company and Participant with all applicable requirements of federal and state securities laws and with all
\napplicable requirements of any stock exchange on which the Company\u0092s Common Stock may be listed at the time of such issuance or transfer. Participant understands that the Company is under no obligation to register or qualify the Shares with the
\nSEC, any state securities commission or any stock exchange to effect such compliance. <\/font><\/p>\n
 <\/font><\/p>\n
7. <\/b>Nontransferability of Option<\/u>.<\/b> The Option may not be transferred in any manner other than by will or by the laws of descent and distribution, and, with respect to NQSOs, by <\/font><\/p>\n
 <\/font><\/p>\n
4 <\/font><\/p>\n
\ninstrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor (settlor), or by gift
\nto \u0093immediate family\u0094 as that term is defined in 17 C.F.R. 240.16a-1(e), and may be exercised during the lifetime of Participant only by Participant or in the event of Participant\u0092s incapacity, by Participant\u0092s legal
\nrepresentative. The terms of the Option shall be binding upon the executors, administrators, successors and assigns of Participant. <\/font><\/p>\n
 <\/font><\/p>\n
8. <\/b>Company\u0092s Right of First Refusal<\/u>.<\/b> Before any Vested Shares held by Participant or any transferee of such Vested Shares may be
\nsold or otherwise transferred (including without limitation a transfer by gift or operation of law), the Company and\/or its assignee(s) shall have an assignable right of first refusal to purchase the Vested Shares to be sold or transferred on the
\nterms and conditions set forth in the Exercise Agreement (the \u0093Right of First Refusal<\/i><\/b>\u0094). The Company\u0092s Right of First Refusal will terminate when the Company\u0092s securities become publicly traded. <\/font><\/p>\n
 <\/font><\/p>\n
9. <\/b>Tax Consequences<\/u>.<\/b> Set forth below is a brief summary
\nas of the Effective Date of the Plan of some of the federal and California tax consequences of exercise of the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
\nPARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. <\/font><\/p>\n
 <\/font><\/p>\n
9.1 <\/b>Exercise of ISO<\/u>.<\/b> If the Option qualifies as an ISO, there will be no regular federal or California income tax liability upon the
\nexercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as a tax preference item for federal alternative minimum tax purposes and may subject the
\nParticipant to the alternative minimum tax in the year of exercise. <\/font><\/p>\n
 <\/font><\/p>\n
9.2 <\/b>Exercise of Nonqualified Stock Option<\/u>.<\/b> If the Option does not qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as
\nhaving received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the
\nCompany, the Company may be required to withhold from Participant\u0092s compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.<\/p>\n
<\/font><\/p>\n
 <\/font><\/p>\n
9.3 <\/b>Disposition of Shares<\/u>.<\/b> The following
\ntax consequences may apply upon disposition of the Shares. <\/font><\/p>\n
 <\/font><\/p>\n
(a) Incentive Stock Options. If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any
\ngain realized on disposition of the Shares will be treated as long term capital gain for federal and California income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain
\nrealized on such disposition will be treated as <\/font>\n<\/p>\n
 <\/font><\/p>\n
5 <\/font><\/p>\n
\ncompensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise
\nover the Exercise Price. <\/font><\/p>\n
 <\/font><\/p>\n
(b) Nonqualified Stock Options. If
\nthe Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain. <\/font><\/p>\n
 <\/font><\/p>\n
(c) Withholding. The Company may be required to withhold from the
\nParticipant\u0092s compensation or collect from the Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. <\/font><\/p>\n
 <\/font><\/p>\n
10. <\/b>Privileges of Stock Ownership<\/u>.<\/b> Participant shall not have any of the rights of a stockholder with
\nrespect to any Shares until the Shares are issued to Participant. <\/font><\/p>\n
 <\/font><\/p>\n
11. <\/b>Interpretation<\/u>.<\/b> Any dispute regarding the interpretation of this Agreement shall be submitted by Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be
\nfinal and binding on the Company and Participant. <\/font><\/p>\n
 <\/font><\/p>\n
12.<\/p>\n
<\/b>Entire Agreement<\/u>.<\/b> The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all
\nprior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof. <\/font><\/p>\n
 <\/font><\/p>\n
13. <\/b>Notices<\/u>.<\/b> Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in
\nwriting and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (i) at the time of personal delivery, if delivery is in person; (ii) at the time of transmission by facsimile,
\naddressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by both telephone and printed confirmation sheet verifying successful
\ntransmission of the facsimile; (iii) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States, with proof of delivery
\nfrom the courier requested; or (iv) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. <\/font><\/p>\n
 <\/font><\/p>\n
All notices for delivery outside the United States will be sent by facsimile or by express courier. All notices not
\ndelivered personally or by facsimile will be sent with postage and\/or other charges prepaid and properly addressed to the party to be notified at the address or facsimile number set forth below the signature lines of this Agreement, or at such other
\naddress or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto. Notices to the Company will be marked \u0093Attention: President\u0094. Notices by facsimile shall be machine
\nverified as received. <\/font><\/p>\n
 <\/font><\/p>\n
14. <\/b>Successors and
\nAssigns<\/u>.<\/b> The Company may assign any of its rights under this Agreement, including its rights to purchase Shares under the Right of First Refusal. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of
\nits rights and obligations under this Agreement, except with the prior written consent of the Company. <\/font><\/p>\n
 <\/font><\/p>\n
6 <\/font><\/p>\n
\nThis Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth
\nherein, this Agreement shall be binding upon Participant and Participant\u0092s heirs, executors, administrators, legal representatives, successors and assigns. <\/font><\/p>\n
 <\/font><\/p>\n
15. <\/b>Governing Law<\/u>.<\/b> This Agreement shall be governed by and construed in accordance with the laws of the State of California,
\nwithout giving effect to that body of laws pertaining to conflict of laws. <\/font><\/p>\n
 <\/font><\/p>\n
16. <\/b>Acceptance<\/u>.<\/b> Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. Participant has read and understands the terms and provisions thereof, and accepts the Option
\nsubject to all the terms and conditions of the Plan and this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares and that Participant should consult a tax adviser
\nprior to such exercise or disposition. <\/font><\/p>\n
 <\/font><\/p>\n
17.<\/p>\n
<\/b>Further Assurances<\/u>.<\/b> The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. <\/font><\/p>\n
 <\/font><\/p>\n
18. <\/b>Titles and Headings<\/u>.<\/b> The titles, captions and
\nheadings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to \u0093sections\u0094 and \u0093exhibits\u0094
\nwill mean \u0093sections\u0094 and \u0093exhibits\u0094 to this Agreement. <\/font><\/p>\n
 <\/font><\/p>\n
19. <\/b>Counterparts<\/u>.<\/b> This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute
\none and the same agreement. <\/font><\/p>\n
 <\/font><\/p>\n
20.<\/p>\n
<\/b>Severability<\/u>.<\/b> If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent
\npossible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or
\nunenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially
\nimpaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. <\/font><\/p>\n
 <\/font><\/p>\n
21. <\/b>Facsimile Signatures<\/u>.<\/b> This Agreement may be executed
\nand delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. <\/font><\/p>\n
 <\/font><\/p>\n
[Remainder of Page Intentionally Left Blank] <\/b><\/font><\/p>\n
 <\/font><\/p>\n
7 <\/font><\/p>\n
 <\/font><\/p>\n
IN WITNESS WHEREOF<\/b>,
\nthe Company has caused this Agreement to be executed in triplicate by its duly authorized representative and Participant has executed this Agreement in triplicate, effective as of the Date of Grant. <\/font><\/p>\n
 <\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n
KEYHOLE, INC.<\/b><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\n
PARTICIPANT<\/b><\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
By: __________________________________________<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\n
___________________________________________<\/font><\/p>\n<\/td>\n<\/tr>\n
 <\/font><\/td>\n  <\/font><\/td>\n\n
Signature<\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________<\/font><\/p>\n
(Please print name)<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\n
___________________________________________<\/font><\/p>\n
(Please print name)<\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
_____________________________________________<\/font><\/p>\n
(Please print title)<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Address: 1100A L\u0092Avenida<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\n
Address: _____________________________________<\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Mountain View, CA 94043<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\n
____________________________________________<\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Fax No.: (650) 625-9403<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\n
Fax No.: _____________________________________<\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n
Phone No.: (650) 625-9400<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n\n
Phone No.: ___________________________________<\/font><\/p>\n<\/td>\n<\/tr>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7664],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-40052","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-google-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40052","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40052"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40052"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40052"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40052"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}