1. PURPOSE

The purpose of this Stock Option Plan (the "Plan") is to promote the success and enhance the value of [COMPANY NAME] (the "Company") by linking the personal interests of the Company's employees, directors, and consultants to those of Company shareholders and by providing such individuals with an incentive for outstanding performance.

2. DEFINITIONS

2.1 "Board" means the Board of Directors of the Company.

2.2 "Code" means the Internal Revenue Code of 1986, as amended.

2.3 "Committee" means the committee appointed by the Board to administer the Plan.

2.4 "Common Stock" means the common stock of the Company.

2.5 "Exercise Price" means the price at which a share of Common Stock may be purchased upon the exercise of an Option.

2.6 "ISO" means an Option intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Code.

2.7 "NSO" means an Option that is not an ISO.

2.8 "Option" means a stock option granted under this Plan.

2.9 "Participant" means an employee, director, or consultant who receives an Option under this Plan.

3. ADMINISTRATION

3.1 Authority: The Plan shall be administered by the Board or a Committee appointed by the Board. The Board or Committee shall have full authority to:

a) Select Participants;

b) Determine the number of shares subject to each Option;

c) Determine the terms and conditions of each Option;

d) Interpret the Plan provisions;

e) Make all other determinations necessary for Plan administration;

3.2 Delegation: The Board may delegate authority to officers of the Company to grant Options to employees who are not executive officers.

4. SHARES SUBJECT TO THE PLAN

4.1 Share Reserve: Subject to adjustment as provided herein, the total number of shares of Common Stock reserved and available for issuance under the Plan shall be [TOTAL SHARES] shares.

4.2 Share Counting: If any Option expires, is forfeited, or is otherwise terminated without being exercised, the shares subject to such Option shall again become available for issuance under the Plan.

4.3 Adjustments: In the event of any stock dividend, stock split, combination, recapitalization, or other similar change, the Board shall make appropriate adjustments to the number of shares available under the Plan and the terms of outstanding Options.

5. ELIGIBILITY

5.1 General Eligibility: Options may be granted to employees, directors, and consultants of the Company and its subsidiaries.

5.2 ISO Eligibility: ISOs may be granted only to employees of the Company or its subsidiaries.

5.3 Ten Percent Stockholders: No ISO may be granted to any individual who owns more than 10% of the voting power of all classes of outstanding stock unless the Exercise Price is at least 110% of fair market value and the Option is not exercisable after five years.

6. OPTION TERMS

6.1 Exercise Price: The Exercise Price shall be determined by the Board but shall not be less than [PERCENTAGE]% of the fair market value of the Common Stock on the date of grant.

6.2 Option Term: The term of each Option shall be [TERM LENGTH] years from the date of grant, unless terminated earlier.

6.3 Vesting: Options shall vest according to the schedule set forth in the individual Option agreement. Unless otherwise provided, Options shall vest as follows:

[VESTING SCHEDULE - e.g., 25% after one year, then 1/36th monthly thereafter]

6.4 Exercise Methods: Options may be exercised by:

a) Payment of the Exercise Price in cash;

b) Delivery of previously-owned shares;

c) Cashless exercise through a broker;

d) Net settlement;

e) [OTHER PERMITTED METHODS];

7. INCENTIVE STOCK OPTIONS

7.1 ISO Limits: The aggregate fair market value of shares with respect to which ISOs are exercisable for the first time by any individual during any calendar year shall not exceed $100,000.

7.2 ISO Requirements: ISOs shall comply with all requirements of Section 422 of the Code, including:

a) Exercise Price not less than fair market value;

b) Option term not exceeding 10 years;

c) Approval by shareholders within 12 months;

d) Grant only to employees;

7.3 Disqualifying Dispositions: Participants shall notify the Company of any disposition of ISO shares within two years of grant or one year of exercise.

8. TERMINATION OF SERVICE

8.1 Death or Disability: If a Participant's service terminates due to death or disability, vested Options may be exercised for [PERIOD] months after termination.

8.2 Retirement: If a Participant retires, vested Options may be exercised for [PERIOD] months after retirement.

8.3 Voluntary Termination: If a Participant voluntarily terminates service, vested Options may be exercised for [PERIOD] days after termination.

8.4 Involuntary Termination: If a Participant is terminated for cause, all Options shall expire immediately. If terminated without cause, vested Options may be exercised for [PERIOD] days.

8.5 Unvested Options: Unless otherwise provided, unvested Options shall be forfeited upon termination of service.

9. CORPORATE TRANSACTIONS

9.1 Change in Control: In the event of a Change in Control, the Board may:

a) Accelerate vesting of outstanding Options;

b) Require cash-out of Options;

c) Substitute equivalent options of the acquiring company;

d) [OTHER CHANGE IN CONTROL PROVISIONS];

9.2 Definition of Change in Control: "Change in Control" means [CHANGE IN CONTROL DEFINITION].

10. TRANSFERABILITY

10.1 General Rule: Options are not transferable except by will or by the laws of descent and distribution, and may be exercised during the Participant's lifetime only by the Participant.

10.2 Exceptions: The Board may permit transfer of NSOs to family members or trusts for estate planning purposes.

11. TAX WITHHOLDING

11.1 Withholding Obligation: The Company may withhold taxes from any payment made under the Plan or require Participants to pay withholding taxes.

11.2 Stock Withholding: The Company may withhold shares or allow Participants to tender shares to satisfy tax withholding obligations.

12. SECURITIES LAW COMPLIANCE

12.1 Registration: Options and underlying shares shall be subject to applicable securities law restrictions.

12.2 Representations: Participants may be required to make representations regarding investment intent and access to information.

13. PLAN AMENDMENT AND TERMINATION

13.1 Amendment: The Board may amend the Plan at any time, subject to shareholder approval if required by law or stock exchange rules.

13.2 Termination: The Plan shall terminate on [TERMINATION DATE] or earlier by Board action.

13.3 Outstanding Options: Plan termination shall not affect outstanding Options, which shall remain in effect according to their terms.

14. GENERAL PROVISIONS

14.1 No Right to Employment: Participation in the Plan does not create any right to continued employment or service.

14.2 Governing Law: The Plan shall be governed by the laws of [GOVERNING LAW STATE].

14.3 Severability: If any provision is invalid, the remainder of the Plan shall remain in effect.

14.4 Compliance with Section 409A: Options shall be designed to comply with or be exempt from Section 409A of the Code.