Form of Employment Letter Agreement

At-Will Employment. I understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes “at-will” employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice. I have obligations to Company that may or may not be set forth in this Employee Proprietary Information, Non-Solicitation and Arbitration Agreement (the “Agreement”). Nevertheless, the terms of this Agreement govern over any inconsistent terms otherwise provided to me and this Agreement can only be changed or amended by written agreement signed by me and the Chairman of the Board of the Company.

Confidential Information.

Company Information.  I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or company (except within the scope of my employment) without written authorization of the Chairman of the Board of the Company, any Confidential Information of the Company. I understand that “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, computer programs, hardware configuration information, marketing, finances or other business information disclosed to me by the Company either directly or indirectly, in writing, orally, by drawings, or by observation of parts or equipment. I further understand that Confidential Information does not include any of the foregoing items, which have become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. I also recognize and agree that I have no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice. Notwithstanding anything to the contrary herein, nothing in this Agreement is intended to limit my right (i) to discuss the terms, wages, and working conditions of my employment to the extent permitted and/or protected by applicable labor laws, (ii) to report Confidential Information in a confidential manner either to a federal, state or local government official or to an attorney where such disclosure is solely for the purpose of reporting or investigating a suspected violation of law, or (iii) to disclose Confidential Information in an anti-retaliation lawsuit or other legal proceeding, so long as that disclosure or filing is made under seal and I do not otherwise disclose such Confidential Information, except pursuant to court order.

Former Employer Information.  I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

Third Party Information.  I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or company or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

Inventions.

Inventions Retained and Licensed.  I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company, which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder (collectively referred to as “Prior Inventions”); or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate any Prior Inventions into any Company invention, improvement, development, product, copyrightable material or trade secret any invention, improvement, development, concept, discovery or other proprietary information owned by me or in which I have an interest, the Company is hereby granted and shall have a non- exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such product, process or machine.

Assignment of Inventions.  Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made or conceived or reduced to practice, in the whole or in part, by me during the term of my employment with Company and to the fullest extent allowed by law (collectively referred to herein as “Inventions”). I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all Inventions, except as provided in Section 3(e) below. To the extent allowed by law, this section includes all right of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” or the like. To the extent I retain any such moral rights under applicable law, I hereby ratify and consent to any action that may be taken with respect to such moral rights by or authorized by Company and agree not to assert any moral rights with respect thereto. I will confirm any such ratifications, consents and agreements from time to time as requested by Company.

Maintenance of Records.  I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

Patent and Copyright Registrations.  I understand and agree that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment and which are protectable by copyright are “works made for hire” to the greatest extent permitted by applicable law, including the United States Copyright Act (17 U.S.C. §101 et seq.). I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications,

specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

Exception to Assignments.  I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention developed by me entirely on my own time, without using the Company’s equipment, supplies, facilities, or trade secret information, provided such invention does not relate at the time of conception or reduction to practice to the Company’s business, or actual or demonstrably anticipated research or development of the Company, or results from any work performed by me for the Company. I will advise the Company promptly in writing of any inventions that I believe meet this criteria and not otherwise disclosed on Exhibit A.

Conflicting Employment.  I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the Company.

Returning Company Documents.  I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns. In the event of the termination of my employment, I agree to sign and deliver the “Termination Certification” attached hereto as Exhibit B.

Notification to New Employer.  In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

Non-Competition.  I agree that, during the term of my employment with the Company and for a period of twelve (12) months immediately following the termination of my relationship with the Company for any reason, I shall not, without the Company’s prior written consent, directly or indirectly, as a principal, employee, consultant, partner, or stockholder of, or in any capacity with, any business enterprise (other than in my capacity as a holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company) (a) engage in any employment or business activity that is in direct or indirect competition with, or would otherwise conflict with my employment by, the Company, (b) conduct a business related to that of the Company, or (c) develop products or services competitive with those of the Company. To the extent necessary to comply with applicable law, the provisions of this Section 7 that apply following the termination of my relationship

with the Company shall not apply to the extent that I am a resident of the State of California (or any other state that prohibits covenants not to compete) or employed by the Company primarily in the State of California (or any other state that prohibits covenants not to compete).

Solicitation of Employees/Customers.  In consideration of my employment with the Company and the Company providing me with Confidential Information, and so as to enforce this Agreement, during my employment and for a period of twelve (12) months after its termination for any reason, I agree that I will not, directly or indirectly, for my own benefit or for the benefit of another, without the Company’s prior written consent:

solicit, recruit, encourage, or induce any employee of the Company to terminate his or her relationship with the Company for any reason, or hire any employee of the Company to work in any capacity for a person or entity that offers products or services similar to or competitive with those offered by the Company; for purposes of this Section 8(a), an employee of the Company includes only those individuals with whom I had contact, or with regard to whom I received Confidential Information, in the course of my employment with the Company, and excludes those individuals whose employment with the Company has been terminated more than ninety (90) days; or

solicit, call on, recruit, encourage or induce any customer of the Company with whom I had contact in the course of my employment with the Company, or with regard to whom I received Confidential Information, to terminate its customer relationship or reduce its volume of business with the Company, or to become a customer of another entity if such other entity provides products or services similar to or competitive with those offered by the Company.

Representations.  I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.

Arbitration and Equitable Relief.

Arbitration.  Except as provided in Section 10(c) below, I agree that any dispute, claim or controversy concerning my employment with the Company, the termination of my employment with the Company, or any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in the county of the Company office where I last regularly performed services for the Company, in accordance with the then-in-effect Employment Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The arbitrator must maintain the confidentiality of the arbitration proceeding and will have the authority to make appropriate rulings to preserve that confidentiality, except as otherwise agreed by the parties or as contrary to applicable law. I acknowledge that the Company will pay the arbitration costs except for the initial filing fee, which is to be paid by me if I initiate the arbitration. The arbitrator, however, may make an award of costs, including arbitration costs, to the prevailing party as part of the arbitrator’s final decision. I agree that each of the parties shall separately pay their own litigation costs and legal counsel’s fees and expenses.

Class Action Waiver.  All claims covered by this arbitration agreement are intended to be brought and resolved on an individual basis. The Company and I agree that the arbitrator shall not have the authority to consolidate the claims of other employees into a single proceeding, to fashion a proceeding as a class, collective, or representative action, or to award relief to a class or group

of employees. Any dispute regarding the enforceability of this class action waiver may not be submitted to an arbitrator. Any such dispute must be submitted to a court of competent jurisdiction. Any other dispute related to the applicability of the arbitration agreement to a certain claim must be submitted to an arbitrator.

Equitable Remedies.  I agree that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in Sections 2, 3, 5, 7 and 8 herein. Accordingly, I agree that if I breach any of such Sections, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunction and to the ordering of specific performance.

General Provisions

Governing Law; Consent to Personal Jurisdiction and Venue.  This Agreement will be governed by the laws of the state of the Company office where I last regularly performed services for the Company, regardless of choice of law principles.

Entire Agreement.  This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No waiver of any rights under this agreement will be effective unless in writing signed by the party waiving its rights. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

Severability.  If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

Successors and Assigns.  This Agreement may not be assigned without the prior written consent of the Company. Subject to the foregoing sentence, this Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.