Stock Option Grant Agreement (NSO)

# Stock Option Grant Agreement (NSO) This Stock Option Grant Agreement (this "Agreement") is entered into as of ___________ between ___________ (the "Company"), a ___________ corporation, and ___________ ("Optionee"). ## 1. Grant of Option Subject to the terms and conditions of this Agreement and the Company's ___________ (the "Plan"), the Company hereby grants to Optionee an option (the "Option") to purchase up to ___________ shares of the Company's Common Stock (the "Shares") at an exercise price of ___________ per share (the "Exercise Price"). This Option is a nonstatutory stock option ("NSO") and is NOT intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The Exercise Price has been determined to be no less than 100% of the fair market value of the Common Stock on the grant date as determined by the Company's Board of Directors in good faith. To the extent Optionee is subject to Section 409A of the Code, the Exercise Price shall be no less than the fair market value determined in a manner consistent with Treasury Regulation § 1.409A-1(b)(5). ## 2. Plan Incorporation The Option is granted pursuant to the Plan, which is incorporated herein by reference. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. This Option may be granted to an employee, director, consultant, or other service provider eligible under the Plan. ## 3. Vesting Schedule Subject to Optionee's continued service with the Company or any parent or subsidiary of the Company ("Continuous Service") and to the other terms of this Agreement and the Plan, the Option shall vest and become exercisable as follows: - **Cliff:** Twenty-five percent (25%) of the Shares subject to the Option shall vest on the date that is twelve (12) months after ___________ (the "Vesting Commencement Date"), provided that Optionee has maintained Continuous Service through that date. - **Monthly Vesting:** The remaining seventy-five percent (75%) of the Shares shall vest in equal monthly installments over the following thirty-six (36) months (i.e., 1/48th of the total Shares per month), provided that Optionee has maintained Continuous Service through each such vesting date. Total vesting period: ___________ months. No fractional shares shall vest in any single month; fractional amounts accumulate and vest on the next scheduled date. ### 3.1 Acceleration In the event of a Change in Control (as defined in the Plan) in which the successor entity does not assume or substitute equivalent awards for this Option, the unvested Shares subject to this Option shall become fully vested and exercisable immediately prior to the consummation of such Change in Control. ## 4. Term of Option The Option shall expire on, and may not be exercised after, the earliest of: (a) ___________ (the "Expiration Date," which shall be no later than ten (10) years from the grant date); (b) Three (3) months after the date Optionee's Continuous Service terminates for any reason other than death, Disability, or termination for Cause; (c) Twelve (12) months after the date Optionee's Continuous Service terminates due to death or Disability (as defined in the Plan); or (d) Immediately upon termination of Optionee's Continuous Service for Cause (as defined in the Plan). The Company may, in its sole discretion, extend the post-termination exercise period, provided that no extension shall extend beyond the Expiration Date and any such extension that would cause the Option to fail to be exempt from Section 409A of the Code shall be made only in compliance with Section 409A.