Form of Nonqualified Stock Option Award Agreement

inadvertent acts or omissions) involving fraud, dishonesty, disloyalty, or a conflict of interest; (v) the Participant’s failure to cooperate with any investigation or inquiry authorized by the Company or an Affiliated Entity or conducted by a governmental authority related to the Company’s or an Affiliated Entity’s business or the Participant’s conduct; or (vi) the Participant’s conviction of, or entry of a plea agreement or consent decree or similar arrangement with respect to, any felony, any crime involving deceit, fraud, perjury or embezzlement, or any violation of federal or state securities laws. For purposes of a “Cause” determination, no act, or failure to act, shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company. With respect to elements (i) through (v) above, the Company shall provide the Participant with thirty (30) days to cure such failure or conduct following written notice of the specific facts and circumstances that are deemed to constitute Cause, unless such failure or conduct is not reasonably capable of being cured.

(e)                                  Forfeiture. Subject to Subsection (b) and Subsection (d), upon termination of the Participant’s employment for any reason, any unvested Awarded Options shall be immediately forfeited and all of the Participant’s rights with respect to the forfeited Awarded Options shall cease and terminate, without any further obligations on the part of the Company.

4.                                      Exercise. The Awarded Options may be exercised only pursuant to the terms of the Plan.

(a)                                 Purchase Price. The purchase price of each share of Common Stock purchased pursuant to the exercise of the Awarded Options shall be Exercise Price specified above.

(b)                                 First Date to Exercise. Awarded Options cannot be exercised until they are vested pursuant to Section 3 hereof.

(c)                                  Last Date to Exercise. Awarded Options cannot be exercised after the Expiration Date specified above.

(d)                                 Manner of Exercise and Payment. Exercise and payment of the Awarded Options shall be as set forth in Section 5.2 of the Plan.

(e)                                  No Fractional Shares. The Awarded Options may be exercised only with respect to full shares of Common Stock.

5.                                      Delivery of Shares. Delivery of the certificates representing the shares of Common Stock purchased upon exercise of the Awarded Options shall be made as soon as reasonably practicable after receipt of notice of exercise and full payment of the Exercise Price and any required withholding taxes. If the Company so elects, its obligation to deliver shares of Common Stock upon the exercise of the Awarded Options shall be conditioned upon its receipt from the person exercising the Awarded Options of an executed investment letter, in form and content satisfactory to the Company and its legal counsel, evidencing the investment intent of such person and such other matters as the Company may reasonably require. If the Company so elects, the certificate or certificates representing the shares of Common Stock issued upon exercise of the Awarded Options shall bear a legend to reflect any restrictions on transferability.

6.                                      Stockholder Rights. The Participant will have no rights as a stockholder with respect to any shares of Common Stock covered by this Award Agreement, no dividend rights, and no voting rights with respect to the Awarded Options or any shares of Common Stock underlying or issuable in respect of such Awarded Options until such shares of Common Stock are actually issued to and held of record by the

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Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate or book entry evidencing such shares.

7.                                      Non-Transferability. Except as provided in Section 14.2 of the Plan, the Awarded Options and any interest therein shall not be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.

8.                                      Compliance with Applicable Law. Notwithstanding any provision of this Award Agreement to the contrary and subject to Section 14.5 of the Plan, the Participant agrees that the issuance of Common Stock upon exercise of the Awarded Options will be subject to compliance with all requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed. As a condition to any issuance of Common Stock upon exercise of the Awarded Options, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company.

9.                                      Representations and Warranties of Participant. The Participant represents and warrants to the Company as follows:

(a)                                 The Participant has received a copy of the Plan and has read and understands the terms of the Plan and this Award Agreement, and agrees to be bound by their terms and conditions. The Participant acknowledges that there may be adverse tax consequences upon the granting of the Awarded Options, vesting of the Awarded Options or disposition of the Awarded Options once vested, and that the Participant should consult a tax adviser prior to such time.

(b)                                 The Participant agrees to sign such additional documentation as may reasonably be required from time to time by the Company in connection with this Award Agreement.

10.                               Data Privacy. By participating in the Plan, the Participant acknowledges and consents to the collection, use, processing, and transfer of personal data as described in this Section 10. The Company, its Subsidiaries, and their Affiliated Entities hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, email address, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Common Stock held in the Company, details of all Awarded Options or any other entitlement to shares of Common Stock or equivalent benefits awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Company and its related entities may transfer Data amongst themselves as necessary for the purpose of implementation, administration, and management of the Participant’s participation in the Plan, and the Company, its Subsidiaries, and their Affiliated Entities may each further transfer Data to any third parties assisting the Company, any of its Subsidiaries, and any of their Affiliated Entities in the implementation, administration, and management of the Plan. The Participant acknowledges that the transferors and transferees of such Data may be located anywhere in the world and hereby authorizes each of them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering, and managing the Participant’s participation in the Plan, including any transfer of such Data as may be required for the administration of the Plan and the subsequent holding of shares of Common Stock on the Participant’s behalf to a broker or to another third party with whom the Participant may elect to deposit any shares of Common Stock acquired under the Plan.