[COMPANY]

Start-Up Forms Library

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[URL]

[Company Name]

[Stock Plan Name]

Purposes of the Plan. The purposes of this [Stock Plan Name] are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder. Restricted Stock may also be granted under the Plan.

Definitions. As used herein, the following definitions shall apply:

“Administrator” means the Board or a Committee.

“Affiliate” means (i) an entity other than a Subsidiary which, together with the Company, is under common control of a third person or entity and (ii) an entity other than a Subsidiary in which the Company and /or one or more Subsidiaries own a controlling interest.

“Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S. federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country or jurisdiction where Options or Restricted Stock are granted under the Plan or Participants reside or provide services, as such laws, rules, and regulations shall be in effect from time to time.

“Award” means any award of an Option or Restricted Stock under the Plan.

“Board” means the Board of Directors of the Company.

“California Participant” means a Participant whose Award is issued in reliance on Section 25102(o) of the California Corporations Code.