STOCK OPTION AGREEMENT

[// GUIDANCE: This agreement documents the grant of stock options under the Company's equity incentive plan. There are two types of options: Incentive Stock Options (ISOs) which qualify for favorable tax treatment under IRC Section 422, and Non-Qualified Stock Options (NSOs/NQSOs) which do not. ISOs can only be granted to employees, while NSOs can be granted to employees, consultants, and directors.]

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STOCK OPTION AGREEMENT

This Stock Option Agreement (this "Agreement") is entered into as of [GRANT DATE] (the "Grant Date"), by and between:

Company:
[COMPANY NAME], a Delaware corporation (the "Company")

and

Optionee:
[OPTIONEE NAME] (the "Optionee")

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OPTION GRANT SUMMARY

Term	Value
Grant Date	[GRANT DATE]
Number of Shares	[NUMBER] shares of Common Stock
Exercise Price per Share	$[EXERCISE PRICE]
Type of Option	☐ Incentive Stock Option (ISO) ☐ Non-Qualified Stock Option (NSO)
Vesting Commencement Date	[VESTING START DATE]
Vesting Schedule	4-year vesting with 1-year cliff
Expiration Date	[EXPIRATION DATE] (10 years from Grant Date)
Early Exercise Permitted	☐ Yes ☐ No

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RECITALS

A. The Company has adopted the [COMPANY NAME] [YEAR] Equity Incentive Plan (the "Plan") to attract, retain, and motivate employees, consultants, and directors.

B. The Company desires to grant the Optionee an option to purchase shares of the Company's Common Stock pursuant to the Plan.

C. The Optionee desires to accept such option subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

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ARTICLE 1 - GRANT OF OPTION

1.1 Grant

Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Optionee an option (the "Option") to purchase [NUMBER] shares of the Company's Common Stock, par value $[0.0001] per share (the "Shares"), at the exercise price set forth above (the "Exercise Price").

1.2 Type of Option

[// GUIDANCE: ISOs have specific tax advantages but also have limitations under IRC Section 422. The total fair market value of ISOs that first become exercisable in any calendar year cannot exceed $100,000. Any excess is treated as NSOs.]

☐ Incentive Stock Option (ISO): This Option is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). To the extent that the aggregate fair market value (determined as of the Grant Date) of the Shares with respect to which incentive stock options first become exercisable by the Optionee in any calendar year exceeds $100,000, such excess options shall be treated as non-qualified stock options.

☐ Non-Qualified Stock Option (NSO): This Option is not intended to qualify as an incentive stock option under Section 422 of the Code.

1.3 Plan Incorporation

This Option is granted pursuant to and subject to the terms of the Plan, which is incorporated herein by reference. In the event of any conflict between this Agreement and the Plan, the Plan shall control. Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan.

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ARTICLE 2 - VESTING

2.1 Vesting Schedule

[// GUIDANCE: Standard vesting is 4 years with a 1-year cliff. The cliff ensures the optionee remains with the company for at least one year before any options vest.]

The Option shall vest and become exercisable as follows:

Standard 4-Year Vesting with 1-Year Cliff:

(a) Cliff Vesting: No Shares shall vest until the first anniversary of the Vesting Commencement Date, at which time 25% of the Shares (rounded down to the nearest whole share) shall vest;

(b) Monthly Vesting: Thereafter, an additional 1/48th of the total Shares shall vest on each monthly anniversary of the Vesting Commencement Date, so that all Shares are fully vested on the fourth anniversary of the Vesting Commencement Date.

2.2 Vesting Commencement Date

The Vesting Commencement Date is [DATE].

2.3 Service Requirement

Vesting shall be contingent upon the Optionee's continued service to the Company (or a subsidiary or affiliate) as an employee, consultant, or director ("Continuous Service"). For purposes of this Agreement, Continuous Service shall not be considered interrupted by:

(a) An approved leave of absence;
(b) A transfer between the Company and a subsidiary;
(c) A change in status from employee to consultant (or vice versa), provided there is no interruption in service.

2.4 Acceleration upon Change of Control

[// GUIDANCE: Single-trigger acceleration vests options upon a sale of the company. Double-trigger requires both a sale AND termination. Double-trigger is more common and investor-friendly.]

☐ No Acceleration: Vesting continues through any Change of Control.

☐ Single-Trigger Acceleration: Upon a Change of Control (as defined in the Plan), [50-100]% of the unvested Shares shall immediately vest.

☐ Double-Trigger Acceleration: If, within [12-24] months following a Change of Control, the Optionee's Continuous Service is terminated by the Company (or its successor) without Cause or by the Optionee for Good Reason, then [50-100]% of the unvested Shares shall immediately vest.

2.5 Definitions

"Cause" means:
(a) Conviction of a felony or crime involving moral turpitude;
(b) Willful misconduct or gross negligence in the performance of duties;
(c) Material breach of any agreement with the Company;
(d) Fraud, embezzlement, or misappropriation of Company property;
(e) Failure to perform duties after written notice and opportunity to cure.

"Good Reason" means, without the Optionee's consent:
(a) A material reduction in base compensation;
(b) A material diminution in authority, duties, or responsibilities;
(c) A relocation of the Optionee's principal place of employment by more than 50 miles.

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ARTICLE 3 - EXERCISE OF OPTION

3.1 Method of Exercise

The Option may be exercised, in whole or in part (but only as to vested Shares, unless early exercise is permitted), by delivering to the Company:

(a) A written notice of exercise in the form attached as Exhibit A (or such other form as the Company may designate), specifying the number of Shares to be purchased;

(b) Full payment of the Exercise Price for all Shares being purchased; and

(c) Any tax withholding required under Article 5.

3.2 Payment Methods

The Exercise Price may be paid by one or more of the following methods:

☐ (a) Cash or Check: Payment in cash, by personal check, or by wire transfer;

☐ (b) Cashless Exercise (Broker-Assisted): Through a broker-assisted "cashless exercise" program, whereby the Optionee simultaneously exercises the Option and sells all or a portion of the Shares acquired, with the proceeds used to pay the Exercise Price and applicable taxes;

☐ (c) Net Exercise: By surrendering a number of Shares with a fair market value equal to the Exercise Price (a "net exercise"), subject to Company approval;

☐ (d) Stock Swap: By tendering previously owned shares of Common Stock with a fair market value equal to the Exercise Price, subject to Company approval;

☐ (e) Promissory Note: By a promissory note (if permitted by the Plan and applicable law).

3.3 Early Exercise

[// GUIDANCE: Early exercise allows optionees to exercise unvested options, which can provide tax benefits if a Section 83(b) election is filed. Unvested shares purchased through early exercise are subject to the Company's repurchase right.]

☐ Early Exercise Permitted: The Optionee may exercise this Option as to any or all Shares, including unvested Shares, at any time prior to expiration. Any unvested Shares purchased through early exercise shall be subject to the Company's Repurchase Right as set forth in Section 3.4.

☐ Early Exercise Not Permitted: The Option may only be exercised as to vested Shares.

3.4 Repurchase Right (For Early Exercise)

If the Optionee exercises the Option as to unvested Shares:

(a) Repurchase Right: Upon termination of Continuous Service for any reason, the Company (or its assignee) shall have the right to repurchase all unvested Shares at the Exercise Price.

(b) Exercise Period: The repurchase right must be exercised within [90] days after termination of Continuous Service.

(c) Lapse: The Company's repurchase right shall lapse as the Shares vest pursuant to Article 2.

(d) Escrow: Unvested Shares shall be held in escrow by the Company until they vest.

3.5 Issuance of Shares

Upon exercise of the Option and payment in full of the Exercise Price and applicable taxes, the Company shall issue or cause to be issued the Shares in the Optionee's name. Shares may be issued in book-entry form or evidenced by stock certificates, at the Company's discretion.

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ARTICLE 4 - TERM AND EXPIRATION

4.1 Expiration Date

The Option shall expire on the [EXPIRATION DATE], which is 10 years from the Grant Date (the "Expiration Date"), unless earlier terminated pursuant to this Article 4.

[// GUIDANCE: For ISOs granted to 10%+ shareholders, the maximum term is 5 years and the exercise price must be at least 110% of fair market value.]

4.2 Termination of Service

(a) Termination for Any Reason Other Than Cause, Death, or Disability: If the Optionee's Continuous Service terminates for any reason other than Cause, death, or disability, the Optionee may exercise the vested portion of the Option within [90 days] after such termination (but in no event after the Expiration Date).

(b) Termination for Cause: If the Optionee's Continuous Service is terminated for Cause, the Option (whether vested or unvested) shall terminate immediately upon such termination.

(c) Death or Disability: If the Optionee's Continuous Service terminates due to death or disability, the Optionee (or the Optionee's estate or legal representative) may exercise the vested portion of the Option within [12 months] after such termination (but in no event after the Expiration Date).

4.3 Extension of Post-Termination Exercise Period

[// GUIDANCE: Some companies extend the post-termination exercise period beyond the standard 90 days, particularly for long-tenured employees.]

☐ Standard Post-Termination Period: As set forth in Section 4.2.

☐ Extended Post-Termination Period: If the Optionee has been in Continuous Service for at least [NUMBER] years, the post-termination exercise period shall be extended to [NUMBER] months/years (but in no event after the Expiration Date).

4.4 ISO Disqualification

If the Option is designated as an ISO and the Optionee exercises any portion of the Option more than three (3) months after termination of employment (or twelve (12) months in the case of death or disability), such portion shall be treated as an NSO for tax purposes.

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ARTICLE 5 - TAX MATTERS

5.1 Tax Withholding

(a) The Company shall have the right to deduct from any compensation or other amounts payable to the Optionee, or require the Optionee to pay, all federal, state, local, and foreign taxes required by law to be withheld with respect to the exercise of the Option.

(b) The Company may satisfy its withholding obligation by:
- (i) Requiring a cash payment from the Optionee;
- (ii) Withholding Shares having a fair market value equal to the withholding obligation; or
- (iii) Any other method permitted by the Plan.

5.2 Section 83(b) Election

[// GUIDANCE: A Section 83(b) election is relevant for early exercise. It allows the optionee to be taxed at the time of exercise rather than at vesting, which can result in significant tax savings if the stock appreciates.]

If the Optionee exercises the Option as to unvested Shares, the Optionee acknowledges that:

(a) The Optionee has been advised to consult with a tax advisor regarding the advisability of filing an election under Section 83(b) of the Code;

(b) Any Section 83(b) election must be filed with the Internal Revenue Service within 30 days after exercise;

(c) The Optionee is solely responsible for timely filing any Section 83(b) election;

(d) The Company shall provide the Optionee with the tax information required by the IRS for such filing.

5.3 ISO Tax Treatment

If the Option is designated as an ISO:

(a) To qualify for favorable ISO tax treatment, the Optionee must:
- (i) Hold the Shares for at least two (2) years from the Grant Date; and
- (ii) Hold the Shares for at least one (1) year from the date of exercise.

(b) If the Optionee disposes of the Shares before satisfying both holding periods (a "disqualifying disposition"), the Optionee must notify the Company in writing within [30] days of such disposition.

(c) The Optionee acknowledges that the exercise of an ISO may result in alternative minimum tax (AMT) liability.

5.4 Section 409A Compliance

This Option is intended to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(5). Notwithstanding the foregoing, to the extent this Option is subject to Section 409A, this Agreement shall be interpreted and administered in a manner consistent with Section 409A.

5.5 No Tax Advice

The Optionee acknowledges that the Company is not providing tax advice and that the Optionee should consult with a qualified tax advisor regarding the tax consequences of the Option.

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ARTICLE 6 - TRANSFERABILITY

6.1 Non-Transferability

Except as provided in Section 6.2, the Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution. During the Optionee's lifetime, the Option may be exercised only by the Optionee.

6.2 Permitted Transfers

☐ NSO Only: If the Option is an NSO, it may be transferred:
- (a) To a family member of the Optionee;
- (b) To a trust for the benefit of the Optionee or a family member;
- (c) As otherwise approved by the Board.

Any permitted transferee shall be bound by all terms and conditions of this Agreement.

6.3 Beneficiary Designation

The Optionee may designate a beneficiary to exercise the Option in the event of the Optionee's death by completing a beneficiary designation form provided by the Company.

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ARTICLE 7 - ADJUSTMENTS

7.1 Capital Adjustments

In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange, or other change in the capital structure of the Company, the number of Shares subject to the Option and the Exercise Price shall be proportionately adjusted by the Board.

7.2 Change of Control

Upon a Change of Control (as defined in the Plan), the Option may be:
- (a) Assumed or substituted by the successor entity;
- (b) Accelerated (if single-trigger acceleration applies);
- (c) Cancelled in exchange for a cash payment equal to the excess of the per-share consideration over the Exercise Price; or
- (d) Cancelled without payment if the Exercise Price exceeds the per-share consideration.

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ARTICLE 8 - SECURITIES LAW COMPLIANCE

8.1 Investment Representations

The Optionee represents that:

(a) The Optionee is acquiring the Option and any Shares for investment purposes only and not with a view to distribution in violation of federal or state securities laws;

(b) The Optionee is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act, or has such knowledge and experience in financial matters as to be capable of evaluating the merits and risks of the investment;

(c) The Optionee understands that the Shares have not been registered under the Securities Act and may not be sold or transferred except pursuant to an effective registration statement or an exemption from registration.

8.2 Rule 701 Compliance

This Option is intended to be exempt from registration under the Securities Act pursuant to Rule 701. The Company represents that it has complied or will comply with the disclosure and other requirements of Rule 701.

8.3 Legends

Any stock certificate representing Shares acquired upon exercise of the Option shall bear a legend substantially as follows:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

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ARTICLE 9 - GENERAL PROVISIONS

9.1 No Right to Continued Service

Nothing in this Agreement shall confer upon the Optionee any right to continue in the service of the Company or affect the Company's right to terminate the Optionee's service at any time.

9.2 No Shareholder Rights Until Exercise

The Optionee shall have no rights as a shareholder with respect to the Shares until the Option is exercised and the Shares are issued.

9.3 Entire Agreement

This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.

9.4 Amendments

This Agreement may be amended only by a written instrument signed by both parties, except that the Company may unilaterally amend the Agreement to comply with applicable law.

9.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

9.6 Notices

All notices shall be in writing and delivered personally, by email, by overnight courier, or by registered mail to the addresses set forth in the Option Grant Summary.

9.7 Severability

If any provision is held invalid, the remaining provisions shall remain in full force and effect.

9.8 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures.

9.9 Electronic Delivery and Acceptance

The Company may deliver this Agreement and other equity-related documents electronically. The Optionee's electronic acceptance of this Agreement shall have the same effect as a physical signature.

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EXECUTION

IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement as of the Grant Date.

COMPANY:

[COMPANY NAME]

By: _________________________________

Name: [AUTHORIZED SIGNATORY NAME]

Title: [TITLE]

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OPTIONEE:

By accepting this grant electronically or by signing below, the Optionee acknowledges receipt of this Agreement and the Plan, and agrees to be bound by all terms and conditions hereof.

_________________________________

Name: [OPTIONEE NAME]

Date: _________________________________

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EXHIBIT A - NOTICE OF STOCK OPTION EXERCISE

TO: [COMPANY NAME]

FROM: [OPTIONEE NAME]

RE: Exercise of Stock Option

DATE: _______________

1. Exercise of Option: I hereby elect to exercise my option to purchase shares of Common Stock of [COMPANY NAME] (the "Company") as follows:

Grant Date	Number of Shares	Exercise Price per Share	Total Exercise Price
[DATE]	[NUMBER]	$[PRICE]	$[TOTAL]

2. Payment Method: I am paying the Total Exercise Price by:

☐ Enclosed check payable to [COMPANY NAME]
☐ Wire transfer to the Company's account
☐ Cashless exercise through [BROKER NAME]
☐ Net exercise (surrender of shares)
☐ Other: _______________

3. Tax Withholding: I authorize the Company to withhold applicable taxes by:

☐ Withholding shares
☐ Enclosed cash payment
☐ Payroll deduction
☐ Other: _______________

4. Representations: I confirm that:
   - I have received and read the Stock Option Agreement and the Plan;
   - I am acquiring the Shares for investment purposes only;
   - I understand the Shares have not been registered under the Securities Act.

5. Delivery Instructions: Please deliver my shares to:

☐ Issue certificate in my name
☐ Book entry in my name
☐ Deliver to my brokerage account:
- Broker: _______________
- Account Number: _______________
- DTC Number: _______________

OPTIONEE:

_________________________________
Signature

_________________________________
Printed Name

_________________________________
Address

_________________________________
Social Security Number

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This Stock Option Agreement documents the grant of a stock option under the Company's equity incentive plan. The option is intended to be exempt from registration under the Securities Act of 1933 pursuant to Rule 701. Tax treatment depends on whether the option is an ISO or NSO. This document should be reviewed by qualified legal counsel before execution.