Appendix A - Sample Stock Option Exercise Agreement

• Jurisdiction: Washington

APPENDIX A SAMPLE STOCK OPTION EXERCISE AGREEMENT

A. Award of Vested/Unvested Stock Options

The [ ] Petitioner [ ] Respondent has been granted certain stock options/awards/units (hereinafter referred to as stock options) in connection with employment at __________, under the various applicable __________ Employee Stock Plans. These stock options are classified as "non-qualified" under the Internal Revenue Code (if ISO's indicate "qualified").

It is recognized that employer may elect to convert qualified stock options to non-qualified and vice versa. In the event any stock options subject to this agreement are converted or retired and new options issue, it is the intention of the parties that neither the employee nor the assignee spouse shall suffer a financial detriment due to such conversion. By their terms these options are not currently transferrable. Accordingly, the [ ] Petitioner [ ] Respondent shall be awarded the benefits of ownership as an assignee in the vested and unvested stock options as set forth below. The interests in the options are as follows:

Grant No. Grant Date Options to Respondent Options to Petitioner Total Options per Grant

B. Procedure for Exercise of Options Awarded to [ ] Petitioner [ ] Respondent

The above stock options are held in the name of __________ and are not transferable or assignable by their terms. Accordingly, the parties agree to the following procedures for the options awarded to the assignee.

1. The assignee shall give written notice of intent to exercise any options awarded herein. Such notice shall specify precisely the grant and number of shares to be exercised and the details of how the transfer of funds/shares to the assignee is to be accomplished.
2. If the exercise is to be at market price or a limit order for a certain price.
3. Notice shall be delivered by certified mail, facsimile, or e-mail. Notice by facsimile or e-mail shall not be valid without acknowledgment of receipt by recipient.
4. Notice shall specify the grant number, number of shares to be exercised, date of exercise, and whether or not the stock is to be sold (cashless exercise) or certificates issued or a combination or both.

Within two (2) business days of receipt of the assignee's written authorization, employee shall exercise the options as requested by the assignee, unless doing so would violate any SEC "blackout" provisions. Unless there are special circumstances, assignee shall...