EX-10.2






EXHIBIT 10.2




ASHWORTH, INC.

2007 NONSTATUTORY STOCK OPTION PLAN




ARTICLE I




PURPOSE OF PLAN




The Company has adopted this Plan to promote the interests of the Company and its stockholders
by enabling grants of Stock Options to provide a material inducement for new, key executives to
enter into employment with the Company when the constraints of the Company’s existing equity
incentive plans prevent such grants, and to retain and motivate such executives, to encourage and
reward their contribution to the performance of the Company, and to align their interests with the
interests of the Company’s stockholders. Capitalized terms not otherwise defined herein have the
meanings ascribed to them in Article VIII.



ARTICLE II




EFFECTIVE DATE AND TERM OF PLAN





	2.1	 	Term of Plan.	 





This Plan became effective as of the Effective Date and will continue in effect until the
Expiration Date, at which time this Plan will automatically terminate.




	2.2	 	Effect on Awards.	 





Awards may be granted only during the Plan Term, but each Award granted during the Plan Term
will remain in effect after the Expiration Date until such Award has been exercised, terminated or
expired in accordance with its terms and the terms of this Plan.




	2.3	 	Stockholder Approval Expressly Not Required.	 





In reliance on Nasdaq Marketplace Rule 4350(i)(1)(A)(iv), this Plan need not be approved by
the Company’s stockholders, provided that the Plan is approved by either the Board’s independent
Compensation and Human Resources Committee or a majority of independent directors of the whole
Board and provided further, that Awards under the Plan are only made to Eligible Persons. Promptly
following any grant under this Plan, the Company shall disclose in a press release the material
terms of the grant, including the recipient and the number of shares involved.



ARTICLE III




SHARES SUBJECT TO PLAN





	3.1	 	Number of Shares.	 





The maximum number of shares of Common Stock that may be issued pursuant to Awards under this
Plan is 200,000, subject to adjustment as set forth in Section 3.4.




	3.2	 	Source of Shares.	 





The Common Stock to be issued under this Plan will be made available, at the discretion of the
Administrator, either from authorized but unissued shares of Common Stock or from previously issued
shares of Common Stock reacquired by the Company.




	3.3	 	Availability of Unused Shares.	 





Shares of Common Stock subject to unexercised portions of any Award that expire, terminate or
are canceled, and shares of Common Stock issued pursuant to an Award that are reacquired by the
Company pursuant to this Plan or the terms of the Award under which such shares were issued, will
again become available for the grant of further Awards under this Plan as part of the shares
available under Section 3.1. However, if the exercise price of, or withholding taxes
incurred in connection with, an Award is paid with shares of Common Stock, or if shares of Common
Stock otherwise issuable pursuant to Awards are withheld by the Company in satisfaction of an
exercise price or the withholding taxes incurred in connection with any exercise or vesting of an
Award, then the number of shares of Common Stock available for issuance under the Plan will be
reduced by the gross number of shares for which the Award is exercised or for which it vests, as
applicable, and not by the net number of shares of Common Stock issued to the holder of such Award.




	3.4	 	Adjustment Provisions.	 





(a) Adjustments. If the Company consummates any Reorganization in which holders of
shares of Common Stock are entitled to receive in respect of such shares any additional shares or
new or different shares or securities, cash or other consideration (including, without limitation,
a different number of shares of Common Stock), or if the outstanding shares of Common Stock are
increased, decreased or exchanged for a different number or kind of shares or other securities
through merger, consolidation, sale or exchange of assets of the Company, reorganization,
recapitalization, reclassification, combination of shares, stock dividend, stock split, reverse
stock split, spin-off, or any other equity restructuring transaction, as that term is defined in
Statement of Financial Accounting Standards No. 123 (revised), then, subject to
Section 7.1, an appropriate and equitable adjustment shall be made by the Administrator in:
(i) the maximum number and kind of shares subject to this Plan as provided in Section 3.1;
(ii) the number and kind of shares or other securities subject to then outstanding Awards; and/or
(iii) the price for each share or other unit of any other securities subject to, or measurement
criteria applicable to, then outstanding Awards.



(b) No Fractional Interests. No fractional interests will be issued under the Plan
resulting from any adjustments.



(c) Adjustments Related to Company Stock. To the extent any adjustments relate to
stock or securities of the Company, such adjustments will be made by the Administrator, whose
determination in that respect will be final, binding and conclusive.



(d) Right to Make Adjustment. The grant of an Award will not affect in any way the
right or power of the Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets.




	3.5	 	Reservation of Shares.	 





The Company will at all times reserve and keep available shares of Common Stock equaling at
least the total number of shares of Common Stock issuable pursuant to all outstanding Awards.



ARTICLE IV




ADMINISTRATION OF PLAN





	4.1	 	Administrator.	 





(a) Plan Administration. This Plan will be administered by the Board and may also be
administered by a Committee of the Board appointed pursuant to Section 4.1(b).



(b) Administration by Committee. The Board in its sole discretion may from time to
time appoint a Committee of not less than two (2) Board members with authority to administer this
Plan in whole or part and, subject to applicable law, to exercise any or all of the powers,
authority and discretion of the Board under this Plan. As long as the Company has a class of
equity securities registered under Section 12 of the Exchange Act, this Plan will be administered
by a Committee of not less than two (2) Board members appointed by the Board in its sole discretion
from time to time, each of whom is (i) a “Non-Employee Director” within the meaning of Rule 16b-3
promulgated under the Exchange Act, and (ii) an “Outside Director” as defined in the regulations
adopted under Section 162(m) of the IRC. The Board may from time to time increase or decrease (but
not below two (2)) the number of members of the Committee, remove from membership on the Committee
all or any portion of its members, and/or appoint such person or persons as it desires to fill any
vacancy existing on the Committee, whether caused by removal, resignation or otherwise. Unless
otherwise required by this Section 4.1(b), the Board may disband the Committee at any time.




	4.2	 	Authority of Administrator.	 





(a) Authority to Interpret Plan. Subject to the express provisions of this Plan, the
Administrator will have the power to implement, interpret and construe this Plan and any Awards and
Award Documents or other documents defining the rights and obligations of the Company and
Recipients hereunder and thereunder, to determine all questions arising hereunder and thereunder,
and to adopt and amend such rules and regulations for the administration hereof and thereof as it
may deem desirable. The interpretation and construction by the Administrator of any provisions of
this Plan or of any Award or Award Document, and any action taken by, or inaction of, the
Administrator relating to this Plan or any Award or Award Document, will be within the discretion
of the Administrator and will be conclusive and binding upon all persons. Subject only to
compliance with the express provisions hereof, the Administrator may act in its discretion in
matters related to this Plan and any and all Awards and Award Documents.



(b) Authority to Grant Awards. Subject to the express provisions of this Plan, the
Administrator may from time to time in its discretion select the Eligible Persons to whom, and the
time or times at which, Awards will be granted or sold, the nature of each Award, the number of
shares of Common Stock or the number of rights that make up or underlie each Award, the exercise
price and period (if applicable) for the exercise of each Award, and such other terms and
conditions applicable to each individual Award as the Administrator may determine. Any and all
terms and conditions of Awards may be established by the Administrator without regard to existing
Awards or other grants and without incurring any obligation of the Company in respect of subsequent
Awards.



(c) Procedures. Subject to the Company’s charter or bylaws or any Board resolution
conferring authority on the Committee, any action of the Administrator with respect to the
administration of this Plan must be taken pursuant to a majority vote of the authorized number of
members of the Administrator or by the unanimous written consent of its members; provided, however,
that (i) if the Administrator is the Committee and consists of two (2) members, then actions of the
Administrator must be unanimous, and (ii) actions taken by the Board will be valid if approved in
accordance with applicable law.




	4.3	 	No Liability.	 





No member of the Board or the Committee or any designee thereof will be liable for any action
or inaction with respect to this Plan or any Award or any transaction arising under this Plan or
any Award except in circumstances constituting bad faith of such member.




	4.4	 	Amendments.	 





(a) Plan Amendments. The Administrator may at any time and from time to time in its
discretion, insofar as permitted by applicable law, rule or regulation and subject to Section
4.4(c), suspend or discontinue this Plan or revise or amend it in any respect whatsoever, and
this Plan as so revised or amended will govern all Awards, including those granted before such
revision or amendment. Without limiting the generality of the foregoing, the Administrator is
authorized to amend this Plan to comply with or take advantage of amendments to applicable laws,
rules or regulations, including the Securities Act, the Exchange Act, the IRC, or the rules of any
exchange or market system upon which the Common Stock is listed or trades, or any rules or
regulations promulgated thereunder. No stockholder approval of any amendment or revision will be
required unless such approval is required by applicable law, rule or regulation.



(b) Award Amendments. The Administrator shall make any adjustments as provided in
Section 3.4(a) and may at any time and from time to time in its discretion, but subject to
Section 4.4(c) and compliance with applicable statutory or administrative requirements,
accelerate or extend the vesting or exercise period of any Award as a whole or in part, and make
such other modifications in the terms and conditions of an Award as it deems advisable.
Notwithstanding the foregoing and except as permitted in Section 3.4, the Administrator may
not amend the price for each share or other unit of any other securities subject to, or measurement
criteria applicable to, then outstanding Awards (such amendment a “Repricing”) without receiving
prior approval of the Company’s stockholders. Similarly, the Administrator may not effectively
Reprice an outstanding Award by replacing an outstanding Award with new Award grant.



(c) Limitation. Except as otherwise provided in this Plan or in the applicable Award
Document, no amendment, revision, suspension or termination of this Plan or an outstanding Award
that would alter, impair or diminish in any material respect any rights or obligations under any
Award theretofore granted under this Plan may be effected without the written consent of the
Recipient to whom such Award was granted.




	4.5	 	Other Compensation Plans.	 





The adoption of this Plan will not affect any other stock option, incentive or other
compensation plans in effect from time to time for the Company, and this Plan will not preclude the
Company from establishing any other forms of incentive or other compensation for employees,
directors, advisors or consultants of the Company, whether or not approved by stockholders.




	4.6	 	Plan Binding on Successors.	 





This Plan will be binding upon the successors and assigns of the Company.



4.7 References to Successor Statutes, Regulations and Rules.



Any reference in this Plan to a particular statute, regulation or rule will also refer to
any successor provision of such statute, regulation or rule.




	4.8	 	Invalid Provisions.	 





In the event that any provision of this Plan is found to be invalid or otherwise unenforceable
under any applicable law, such invalidity or unenforceability is not to be construed as rendering
any other provisions contained herein invalid or unenforceable, and all such other provisions are
to be given full force and effect to the same extent as though the invalid and unenforceable
provision were not contained herein.




	4.9	 	Governing Law.	 





This Plan will be governed by and interpreted in accordance with the internal laws of the
State of Delaware, without giving effect to the principles of the conflicts of laws thereof.




	4.10	 	Interpretation.	 





Headings herein are for convenience of reference only, do not constitute a part of this Plan,
and will not affect the meaning or interpretation of this Plan. References herein to Sections or
Articles are references to the referenced Section or Article hereof, unless otherwise specified.



ARTICLE V




GENERAL AWARD PROVISIONS





	5.1	 	Participation in Plan.	 





(a) Eligibility to Receive Awards. A person is eligible to receive grants of Awards
if, at the time of the grant of the Award, such person is an Eligible Person and the Award is
provided as an inducement material to the individual’s entering into employment with the Company or
an Affiliated Entity; provided, however, that the grant is approved by either the Board’s
independent Compensation and Human Resources Committee or a majority of independent directors of
the whole Board, and provided further, that Awards granted to a person who has received an offer of
employment will terminate and be forfeited without consideration if the employment offer is not
accepted within such time as may be specified by the Company. Promptly following any grant under
this Plan, the Company shall disclose in a press release the material terms of the grant, including
the recipient and the number of shares involved. Status as an Eligible Person will not be
construed as a commitment that any Award will be granted under this Plan to an Eligible Person or
to Eligible Persons generally.



(b) No Eligibility to Receive Incentive Stock Options. Incentive Stock Options may
not be granted under this Plan.



(c) Awards to Foreign Nationals. Notwithstanding anything to the contrary herein, the
Administrator may, in order to fulfill the purposes of this Plan, modify grants of Awards to
Recipients who are foreign nationals or employed outside of the United States to recognize
differences in applicable law, tax policy or local custom.




	5.2	 	Award Documents.	 





Each Award must be evidenced by an agreement duly executed on behalf of the Company and by the
Recipient or, in the Administrator’s discretion, a confirming memorandum issued by the Company to
the Recipient, setting forth such terms and conditions applicable to the Award as the Administrator
may in its discretion determine. Awards will not be deemed made or binding upon the Company, and
Recipients will have no rights thereto, until such an agreement is entered into between the Company
and the Recipient or such a memorandum is delivered by the Company to the Recipient, but an Award
may have an effective date prior to the date of such an agreement or memorandum. Award Documents
may be (but need not be) identical and must comply with and be subject to the terms and conditions
of this Plan, a copy of which will be provided to each Recipient and incorporated by reference into
each Award Document. Any Award Document may contain such other terms, provisions and conditions
not inconsistent with this Plan as may be determined by the Administrator. In case of any conflict
between this Plan and any Award Document, this Plan shall control.




	5.3	 	Payment For Awards.	 





(a) Payment of Exercise Price. The exercise price or other payment for an Award is
payable upon exercise of the Award by delivery of legal tender of the United States or payment of
such other consideration as the Administrator may from time to time deem acceptable in any
particular instance; provided, however, that the Administrator may, in the exercise of its
discretion, allow exercise of an Award in a broker-assisted or similar transaction in which the
exercise price is not received by the Company until promptly after exercise.



(b) Company Assistance. The Company may assist any person to whom an Award is granted
(including, without limitation, any officer or director of the Company) in the payment of the
purchase price or other amounts payable in connection with the receipt or exercise of that Award,
by lending such amounts to such person on such terms and at such rates of interest and upon such
security (if any) as may be consistent with applicable law and approved by the Administrator. In
case of such a loan, the Administrator may require that the exercise be followed by a prompt sale
of some or all of the underlying shares and that a portion of the sale proceeds be dedicated to
full payment of the exercise price and amounts required pursuant to Section 5.10.



(c) Cashless Exercise. If permitted in any case by the Administrator in its
discretion, the exercise price for Awards may be paid by capital stock of the Company delivered in
transfer to the Company by or on behalf of the person exercising the Award and duly endorsed in
blank or accompanied by stock powers duly endorsed in blank, with signatures guaranteed in
accordance with the Exchange Act if required by the Administrator; or retained by the Company from
the stock otherwise issuable upon exercise or surrender of vested and/or exercisable Awards or
other equity awards previously granted to the Recipient and being exercised (if applicable) (in
either case valued at Fair Market Value as of the exercise date); or such other consideration as
the Administrator may from time to time in the exercise of its discretion deem acceptable in any
particular instance.



(d) No Precedent. Recipients will have no rights to the assistance described in
Section 5.3(b) or the exercise techniques described in Section 5.3(c), and the
Company may offer or permit such assistance or techniques on an ad hoc basis to any Recipient
without incurring any obligation to offer or permit such assistance or techniques on other
occasions or to other Recipients.




	5.4	 	No Employment Rights.	 





Nothing contained in this Plan (or in Award Documents or in any other documents related to
this Plan or to Awards) will confer upon any Eligible Person or Recipient any right to continue in
the employ of or engagement by the Company or any Affiliated Entity or constitute any contract or
agreement of employment or engagement, or interfere in any way with the right of the Company or any
Affiliated Entity to reduce such person’s compensation or other benefits or to terminate the
employment or engagement of such Eligible Person or Recipient, with or without cause. Except as
expressly provided in this Plan or in any statement evidencing the grant of an Award, the Company
has the right to deal with each Recipient in the same manner as if this Plan and any such statement
evidencing the grant of an Award did not exist, including, without limitation, with respect to all
matters related to the hiring, discharge, compensation and conditions of the employment or
engagement of the Recipient. Unless otherwise set forth in a written agreement binding upon the
Company or an Affiliated Entity, all employees of the Company or an Affiliated Entity are “at will”
employees whose employment may be terminated by the Company or the Affiliated Entity at any time
for any reason or no reason, without payment or penalty of any kind. Any question(s) as to whether
and when there has been a termination of a Recipient’s employment or engagement, the reason (if
any) for such termination, and/or the consequences thereof under the terms of this Plan or any
statement evidencing the grant of an Award pursuant to this Plan will be determined by the
Administrator and the Administrator’s determination thereof will be final and binding.




	5.5	 	Restrictions Under Applicable Laws and Regulations.	 





(a) Government Approvals. All Awards will be subject to the requirement that, if at
any time the Company determines, in its discretion, that the listing, registration or qualification
of the securities subject to Awards granted under this Plan upon any securities exchange or
interdealer quotation system or under any federal, state or foreign law, or the consent or approval
of any government or regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such an Award or the issuance, if any, or purchase of shares in connection
therewith, such Award may not be exercised as a whole or in part unless and until such listing,
registration, qualification, consent or approval has been effected or obtained free of any
conditions not acceptable to the Company. During the term of this Plan, the Company will use its
reasonable efforts to seek to obtain from the appropriate governmental and regulatory agencies any
requisite qualifications, consents, approvals or authorizations in order to issue and sell such
number of shares of its Common Stock as is sufficient to satisfy the requirements of this Plan.
The inability of the Company to obtain any such qualifications, consents, approvals or
authorizations will relieve the Company of any liability in respect of the nonissuance or sale of
such stock as to which such qualifications, consents, approvals or authorizations pertain.



(b) No Registration Obligation; Recipient Representations. The Company will be under
no obligation to register or qualify the issuance of Awards or underlying securities under the
Securities Act or applicable state securities laws. Unless the issuance of Awards and underlying
securities have been registered under the Securities Act and qualified or registered under
applicable state securities laws, the Company shall be under no obligation to issue any Awards or
underlying securities unless the Awards and underlying securities may be issued pursuant to
applicable exemptions from such registration or qualification requirements. In connection with any
such exempt issuance, the Administrator may require the Recipient to provide a written
representation and undertaking to the Company, satisfactory in form and scope to the Company, that
such Recipient is acquiring such Awards and underlying securities for such Recipient’s own account
as an investment and not with a view to, or for sale in connection with, the distribution of any
such securities, and that such person will make no transfer of the same except in compliance with
any rules and regulations in force at the time of such transfer under the Securities Act and other
applicable law, and that if securities are issued without registration, a legend to this effect
(together with any other legends deemed appropriate by the Administrator) may be endorsed upon the
securities so issued, and to the effect of any additional representations that are appropriate in
light of applicable securities laws and rules. The Company may also order its transfer agent to
stop transfers of such shares. The Administrator may also require the Recipient to provide the
Company such information and other documents as the Administrator may request in order to satisfy
the Administrator as to the investment sophistication and experience of the Recipient and as to any
other conditions for compliance with any such exemptions from registration or qualification.




	5.6	 	Additional Conditions.	 





Any Award may be subject to such provisions (whether or not applicable to any other Award or
Recipient) as the Administrator deems appropriate, including without limitation provisions for the
forfeiture of or restrictions on resale or other disposition of securities of the Company acquired
under this Plan, provisions giving the Company the right to repurchase securities of the Company
acquired under this Plan in the event the Recipient leaves the Company for any reason or elects to
effect any disposition thereof, and provisions to comply with federal and state securities laws.




	5.7	 	No Privileges re Stock Ownership or Specific Assets.	 





Except as otherwise set forth herein, a Recipient or a permitted transferee of an Award will
have no rights as a stockholder with respect to any shares issuable or issued in connection with
the Award until the Recipient has delivered to the Company all amounts payable and performed all
obligations required to be performed in connection with exercise of the Award and the Company has
issued such shares. No person will have any right, title or interest in any fund or in any
specific asset (including shares of capital stock) of the Company by reason of any Award granted
hereunder. Neither this Plan (or any documents related hereto) nor any action taken pursuant
hereto is to be construed to create a trust of any kind or a fiduciary relationship between the
Company and any person. To the extent that any person acquires a right to receive an Award
hereunder, such right shall be no greater than the right of any unsecured general creditor of the
Company.




	5.8	 	Nonassignability.	 





No Award is assignable or transferable except: (a) by will or by the laws of descent and
distribution; or (b) subject to the final sentence of this Section 5.8, upon dissolution of
marriage pursuant to a qualified domestic relations order or, in the discretion of the
Administrator and under circumstances that would not adversely affect the interests of the Company,
transfers for estate planning purposes or pursuant to a nominal transfer that does not result in a
change in beneficial ownership. During the lifetime of a Recipient, an Award granted to such
person will be exercisable only by the Recipient (or the Recipient’s permitted transferee) or such
person’s guardian or legal representative. Notwithstanding the foregoing, Awards subject to
transfer restrictions under the IRC may not be assigned or transferred in violation of
Section 422(b)(5) of the IRC or the regulations thereunder, and nothing herein is intended to allow
such assignment or transfer.




	5.9	 	Information To Recipients.	 





(a) Provision of Information. The Administrator in its sole discretion may determine
what, if any, financial and other information is to be provided to Recipients and when such
financial and other information is to be provided after giving consideration to applicable federal
and state laws, rules and regulations, including, without limitation, applicable federal and state
securities laws, rules and regulations.



(b) Confidentiality. The furnishing of financial and other information that is
confidential to the Company is subject to the Recipient’s agreement to maintain the confidentiality
of such financial and other information, and not to use the information for any purpose other than
evaluating the Recipient’s position under this Plan. The Administrator may impose other
restrictions on the access to and use of such confidential information and may require a Recipient
to acknowledge the Recipient’s obligations under this Section 5.9(b) (which acknowledgment
is not to be a condition to Recipient’s obligations under this Section 5.9(b)).




	5.10	 	Withholding Taxes.	 





Whenever the granting, vesting or exercise of any Award, or the issuance of any securities
upon exercise of any Award or transfer thereof, gives rise to tax or tax withholding liabilities or
obligations, the Administrator will have the right as a condition thereto to require the Recipient
to remit to the Company an amount sufficient to satisfy any federal, state and local withholding
tax requirements arising in connection therewith. The Administrator may, in the exercise of its
discretion, allow satisfaction of tax withholding requirements by accepting delivery of stock of
the Company or by withholding a portion of the stock otherwise issuable in connection with an
Award, in each case valued at Fair Market Value as of the date of such delivery or withholding, as
the case may be, is determined.




	5.11	 	Legends on Awards and Stock Certificates.	 





Each Award Document and each certificate representing securities acquired upon vesting or
exercise of an Award must be endorsed with all legends, if any, required by applicable federal and
state securities and other laws to be placed on the Award Document and/or the certificate. The
determination of which legends, if any, will be placed upon Award Documents or the certificates
will be made by the Administrator in its discretion and such decision will be final and binding.




	5.12	 	Effect of Termination of Employment on Awards.	 





(a) Termination of Vesting. Notwithstanding anything to the contrary herein, but
subject to Section 5.12(b), Awards will be exercisable by a Recipient (or the Recipient’s
successor in interest) following such Recipient’s termination of employment or service only to the
extent that installments thereof had become exercisable on or prior to the date of such termination
and are not forfeited pursuant to Section 5.15.



(b) Alteration of Vesting and Exercise Periods. Notwithstanding anything to the
contrary herein, the Administrator may in its discretion (i) designate shorter or longer periods
following a Recipient’s termination of employment or service during which Awards may vest or be
exercised; provided, however, that any shorter periods determined by the Administrator will be
effective only if provided for in this Plan or the instrument that evidences the grant to the
Recipient of the affected Award or if such shorter period is agreed to in writing by the Recipient,
and (ii) accelerate the vesting of all or any portion of any Awards by increasing the number of
shares purchasable at any time.



(c) Leave of Absence. In the case of any employee on an approved leave of absence,
the Administrator may make such provision respecting continuance of Awards granted to such employee
as the Administrator in its discretion deems appropriate, except that in no event will an Award be
exercisable after the date such Award would expire in accordance with its terms had the Recipient
remained continuously employed.



(d) General Cessation. Except as otherwise set forth in this Plan or an Award
Document or as determined by the Administrator in its discretion, all Awards granted to a
Recipient, and all of such Recipient’s rights thereunder, will terminate upon termination for any
reason of such Recipient’s employment or service with the Company or any Affiliated Entity (or
cessation of any other service relationship between the Recipient and the Company or any Affiliated
Entity in place as of the date the Award was granted).




	5.13	 	Lock-Up Agreements.	 





Each Recipient agrees as a condition to receipt of an Award that, in connection with any
public offering by the Company of its equity securities and upon the request of the Company and the
principal underwriter (if any) in such public offering, any shares of Common Stock acquired or that
may be acquired upon exercise or vesting of an Award may not be sold, offered for sale, encumbered,
or otherwise disposed of or subjected to any transaction that will involve any sales of securities
of the Company, without the prior written consent of the Company or such underwriter, as the case
may be, for a period of not more than 365 days after the effective date of the registration
statement for such public offering. Each Recipient will, if requested by the Company or the
principal underwriter, enter into a separate agreement to the effect of this Section 5.13.




	5.14	 	Restrictions on Common Stock and Other Securities.	 





Common Stock or other securities of the Company issued or issuable in connection with any
Award will be subject to all of the restrictions imposed under this Plan upon Common Stock issuable
or issued upon exercise of Stock Options, except as otherwise determined by the Administrator.




	5.15	 	Cancellation and Rescission of Awards.	 





Unless an Award Document or other separate written agreement binding upon the Company provides
otherwise, the Administrator may cancel any unexpired, unpaid or deferred Award (whether or not
vested) at any time if the Recipient thereof fails at any time to comply with all applicable
provisions of the Award Document or this Plan, or does any of the following:



(a) During employment or engagement with the Company or any Affiliated Entity or at any time
within 365 days after termination of employment or engagement with the Company or any Affiliated
Entity, renders services for any organization or engages directly or indirectly in any business
that, in the judgment of the Chief Executive Officer of the Company or other senior officer
designated by the Administrator, is or becomes competitive with the Company or any Affiliated
Entity, or which organization or business, or the rendering of services to such organization or
business, is or becomes otherwise prejudicial to or in conflict with the business or interests of
the Company or any Affiliated Entity. For a Recipient whose employment has terminated, the
judgment of the Chief Executive Officer or such other senior officer shall be based upon the
Recipient’s position and responsibilities while employed by the Company or any Affiliated Entity,
the Recipient’s post-employment responsibilities and position with the other organization or
business, the extent of past, current and potential competition or conflict between the Company or
any Affiliated Entity and the other organization or business, the effect on the customers,
suppliers and competitors of the Company or Affiliated Entity of the Recipient’s assuming the
post-employment position, the guidelines established in any employee handbook, any employment
agreement with the Recipient, and such other considerations as are deemed by the Company to be
relevant given the applicable facts and circumstances.



(b) During employment or engagement with the Company or any Affiliated Entity or at any time
thereafter, fails to comply with any confidentiality agreement with the Company or any Affiliated
Entity to which the Recipient is party, or with the policies of the Company or Affiliated Entity
regarding nondisclosure of confidential information, or without prior written authorization from
the Company or any Affiliated Entity, discloses to anyone outside the Company or any Affiliated
Entity, or uses for any purpose or in any context other than in performance of the Recipient’s
duties to the Company or any Affiliated Entity, any confidential or trade secret information of the
Company or any Affiliated Entity.



(c) During employment or engagement with the Company or any Affiliated Entity or at any time
thereafter, fails to comply with any agreement with the Company or any Affiliated Entity regarding
assignment of inventions, or to otherwise disclose promptly and assign to the Company or any
Affiliated Entity all right, title and interest in any invention or idea, patentable or not, made
or conceived by the Recipient during and within the scope of employment or engagement by the
Company or any Affiliated Entity, relating in any manner to the actual or anticipated business,
research, or development work of the Company or any Affiliated Entity, or to do anything reasonably
necessary to enable the Company or any Affiliated Entity to secure a patent where appropriate in
the United States and other countries.



(d) During employment or engagement with the Company or any Affiliated Entity or at any time
thereafter, breaches any agreement with or duty to the Company or any Affiliated Entity.



Upon and as a condition to exercise of any Award, a Recipient shall certify on a form
acceptable to the Company that he or she is in compliance with the terms and conditions of this
Plan and any applicable Award Document and has not done any of the things described in this
Section 5.15. Furthermore, if a Recipient does any of the things described in this
Section 5.15 within 180 days after any exercise, payment or delivery pursuant to an Award,
the Company may rescind such exercise, payment or delivery. The Company shall notify the Recipient
in writing of any such rescission within two years after such exercise, payment or delivery.
Within ten days after receiving such notice from the Company, a Recipient shall pay to the Company
the amount of any gain realized or payment received as a result of the rescinded exercise, payment
or delivery pursuant to an Award. Such payment shall be made by returning to the Company all
shares of capital stock that the Recipient received in connection with the rescinded exercise,
payment or delivery, or if such shares have been transferred by the Recipient, then by paying the
equivalent value thereof at the time of their transfer to the Company in cash. To assist in
enforcement of the Company’s rescission right described above, the Company may, in its discretion,
retain any Common Stock or other consideration otherwise deliverable to a Recipient in connection
with an Award until the rescission period described above has lapsed.




	5.16	 	Limits on Awards to Eligible Persons.	 





Notwithstanding any other provision of this Plan, in order for the compensation attributable
to Awards hereunder to qualify as Performance-Based Compensation, no one Eligible Person shall be
granted awards (whether under this Plan or any of the Company’s other equity incentive plans) with
respect to more than 250,000 shares of Common Stock in any one calendar year. The limitation set
forth in this Section 5.16 will be subject to adjustment as provided in Section 3.4
or under Article VII, but only to the extent such adjustment would not affect the status of
compensation attributable to Awards as Performance-Based Compensation.



ARTICLE VI




AWARDS





	6.1	 	Stock Options.	 





(a) Nature of Stock Options. All Stock Options granted under this Plan shall be
Nonqualified Stock Options.



(b) Option Exercise Price. The exercise price for each Stock Option will be
determined by the Administrator as of the date such Stock Option is granted, but no less than Fair
Market Value on the date of grant.



(c) Option Period and Vesting. Stock Options granted hereunder will vest and may be
exercised as determined by the Administrator, except that exercise of Stock Options after
termination of the Recipient’s employment or service shall be subject to Section 5.12 and
Section 6.1(e). Each Stock Option granted hereunder and all rights or obligations
thereunder shall expire on such date as may be determined by the Administrator, but not later than
ten (10) years after the date the Stock Option is granted and may be subject to earlier termination
as provided herein or in the Award Document. Except as otherwise provided herein, a Stock Option
will become exercisable, as a whole or in part, on the date or dates specified by the Administrator
and thereafter will remain exercisable until the exercise, expiration or earlier termination of the
Stock Option.



(d) Exercise of Stock Options. The exercise price for Stock Options will be paid as
set forth in Section 5.3. No Stock Option will be exercisable except in respect of whole
shares, and fractional share interests shall be disregarded. Not fewer than 100 shares of Common
Stock may be purchased at one time and Stock Options must be exercised in multiples of 100 unless
the number purchased is the total number of shares for which the Stock Option is exercisable at the
time of exercise. A Stock Option will be deemed to be exercised when the Secretary or other
designated official of the Company receives written notice of such exercise from the Recipient in
the form of Exhibit A hereto or such other form as the Company may specify from time to
time, together with payment of the exercise price in accordance with Section 5.3 and any
amounts required under Section 5.10 or, with permission of the Administrator, arrangement
for such payment. Notwithstanding any other provision of this Plan, the Administrator may impose,
by rule and/or in Award Documents, such conditions upon the exercise of Stock Options (including,
without limitation, conditions limiting the time of exercise to specified periods) as may be
required to satisfy applicable regulatory requirements, including, without limitation, Rule 16b-3
and Rule 10b-5 under the Exchange Act, and any amounts required under Section 5.10, or any
applicable section of or regulation under the IRC.



(e) Termination of Employment.



(i) Termination for Just Cause. Subject to Section 5.12 and except as
otherwise provided in a written agreement between the Company or an Affiliated Entity and the
Recipient, which may be entered into at any time before or after termination of employment or
service, in the event of a Just Cause Dismissal of a Recipient all of the Recipient’s unexercised
Stock Options, whether or not vested, will expire and become unexercisable as of the date of such
Just Cause Dismissal.



(ii) Termination Other Than for Just Cause. Subject to Section 5.12 and
except as otherwise provided in a written agreement between the Company or an Affiliated Entity and
the Recipient, which may be entered into at any time before or after termination of employment or
service, if a Recipient’s employment or service with the Company or any Affiliated Entity
terminates for:



(A) any reason other than for Just Cause Dismissal, death, Permanent Disability or Retirement,
the Recipient’s Stock Options, whether or not vested, will expire and become unexercisable as of
the earlier of: (A) the date such Stock Options would expire in accordance with their terms had
the Recipient remained employed; and (B) 180 days after the date of termination of employment or
service.



(B) death or Permanent Disability or Retirement, the Recipient’s unexercised Awards will,
whether or not vested, expire and become unexercisable as of the earlier of: (A) the date such
Awards would expire in accordance with their terms had the Recipient remained employed; and (B) 365
days after the date of termination of employment or service.




	6.2	 	Dividend Equivalents.	 





The Administrator may grant Dividend Equivalents to any Recipient who has received an Award.
Dividend Equivalents may be paid in cash, Common Stock or other Awards; the amount of Dividend
Equivalents paid other than in cash will be determined by the Administrator by application of such
formula as the Administrator may deem appropriate to translate the cash value of dividends paid to
the alternative form of payment of the Dividend Equivalent. Dividend Equivalents will be computed
as of each dividend record date and will be payable to recipients thereof at such time as the
Administrator may determine. However, if it is intended that an Award qualify as Performance-Based
Compensation, and the amount of compensation the Eligible Person could receive under the Award is
based solely on an increase in value of the underlying stock after the date of the grant or Award,
then the payment of any Dividend Equivalents related to the Award shall not be made contingent on
the exercise of the Award.



ARTICLE VII




CHANGE IN CONTROL





	7.1	 	Provision for Awards Upon Change in Control.	 





As of the effective time and date of any Change in Control, this Plan and any then outstanding
Awards (whether or not vested) will automatically terminate unless: (a) provision is made in
writing in connection with such transaction for the continuance of this Plan and for the assumption
of such Awards, or for the substitution for such Awards of new awards covering the securities of a
successor entity or an affiliate thereof, with appropriate adjustments as to the number and kind of
securities and exercise prices or other measurement criteria, in which event this Plan and such
outstanding Awards will continue or be replaced, as the case may be, in the manner and under the
terms so provided; or (b) the Board otherwise provides in writing for such adjustments as it deems
appropriate in the terms and conditions of the then-outstanding Awards (whether or not vested),
including, without limitation, (i) accelerating the vesting of outstanding Awards, and/or (ii)
providing for the cancellation of Awards and their automatic conversion into the right to receive
the securities, cash or other consideration that a holder of the shares underlying such Awards
would have been entitled to receive upon consummation of such Change in Control had such shares
been issued and outstanding immediately prior to the effective date and time of the Change in
Control (net of the appropriate option exercise prices). If, pursuant to the foregoing provisions
of this Section 7.1, this Plan and the Awards terminate by reason of the occurrence of a
Change in Control without provision for any of the action(s) described in clause (a) or (b) hereof,
then subject to Sections 5.12 and 5.15, any Recipient holding outstanding Awards
will have the right, at such time prior to the consummation of the Change in Control as the Board
designates, to exercise or receive the full benefit of the Recipient’s Awards to the full extent
not theretofore exercised, including any installments which have not yet become vested.



ARTICLE VIII




DEFINITIONS




Capitalized terms used in this Plan and not otherwise defined have the meanings set forth
below:



“Administrator” means the Board as long as no Committee has been appointed and is in effect
and also means the Committee to the extent that the Board has delegated authority thereto.



“Affiliated Entity” means any Parent Corporation of the Company or Subsidiary Corporation of
the Company or any other entity controlling, controlled by, or under common control with the
Company.



“Applicable Dividend Period” means (i) the period between the date a Dividend Equivalent is
granted and the date the related Award is exercised, terminates, or is converted to Common Stock,
or (ii) such other time as the Administrator may specify in the written instrument evidencing the
grant of the Dividend Equivalent.



“Award” means any Stock Option or Dividend Equivalent granted or sold to an Eligible Person
under this Plan.



“Award Document” means the agreement or confirming memorandum setting forth the terms and
conditions of an Award.



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



“Change in Control” means the following and shall be deemed to occur if any of the following
events occurs:




(i) Any Person becomes the beneficial owner (within the meaning of




Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of
either the then outstanding shares of Common Stock or the combined voting power of the
Company’s then outstanding securities entitled to vote generally in the election of
directors; or




(ii) Individuals who, as of the effective date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board,
provided that any individual who becomes a director after the effective date hereof whose
election, or nomination for election by the Company’s stockholders, is approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall be considered
to be a member of the Incumbent Board unless that individual was nominated or elected by any
person, entity or group (as defined above) having the power to exercise, through beneficial
ownership, voting agreement and/or proxy, forty percent (40%) or more of either the
outstanding shares of Common Stock or the combined voting power of the Company’s then
outstanding voting securities entitled to vote generally in the election of directors, in
which case that individual shall not be considered to be a member of the Incumbent Board
unless such individual’s election or nomination for election by the Company’s stockholders
is approved by a vote of at least two-thirds of the directors then comprising the Incumbent
Board; or




(iii) Consummation by the Company of the sale or other disposition by the Company of
all or substantially all of the Company’s assets or a Reorganization of the Company with any
other person, corporation or other entity, other than




(A) a Reorganization that would result in the voting securities of the Company
outstanding immediately prior thereto (or, in the case of a Reorganization that is preceded
or accomplished by an acquisition or series of related acquisitions by any Person, by tender
or exchange offer or otherwise, of voting securities representing 5% or more of the combined
voting power of all securities of the Company, immediately prior to such acquisition or the
first acquisition in such series of acquisitions) continuing to represent, either by
remaining outstanding or by being converted into voting securities of another entity, more
than 50% of the combined voting power of the voting securities of the Company or such other
entity outstanding immediately after such Reorganization (or series of related transactions
involving such a Reorganization), or




(B) a Reorganization effected to implement a recapitalization or reincorporation of the
Company (or similar transaction) that does not result in a material change in beneficial
ownership of the voting securities of the Company or its successor; or




(iv) Approval by the stockholders of the Company or an order by a court of competent
jurisdiction of a plan of liquidation of the Company.



“Committee” means any committee appointed by the Board to administer this Plan pursuant to
Section 4.1.



“Common Stock” means the common stock of the Company, as constituted on the Effective Date,
and as thereafter adjusted under Section 3.4.



“Company” means Ashworth, Inc., a Delaware corporation.



“Dividend Equivalent” means a right granted by the Company under Section 6.2 to a
holder of an Award denominated in shares of Common Stock to receive from the Company during the
Applicable Dividend Period payments equivalent to the amount of dividends payable to holders of the
number of shares of Common Stock underlying such Award.



“Effective Date” means October 24, 2007, which is the date this Plan was adopted by the Board.



“Eligible Person” means a person not previously an employee or director of the Company or any
Affiliated Entity, or who has experienced a bona-fide period of non-employment with the Company and
its Affiliated Entities, within the meaning of Nasdaq Marketplace Rule 4350(i)(1)(A)(iv).



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Expiration Date” means the tenth (10th) anniversary of the Effective Date.



“Fair Market Value” of a share of the Company’s capital stock as of a particular date means:
(i) if the stock is listed on an established stock exchange or exchanges (including for this
purpose, the Nasdaq National Market), the arithmetic mean of the highest and lowest sale prices of
the stock for the trading day immediately preceding such date on the primary exchange upon which
the stock trades, as measured by volume, as published in The Wall Street Journal, or, if no sale
price was quoted for such date, then as of the next preceding date on which such a sale price was
quoted; or (ii) if the stock is not then listed on an exchange or the Nasdaq National Market, the
average of the closing bid and asked prices per share for the stock in the over-the-counter market
on such date (in the case of (i) or (ii), subject to adjustment as and if necessary and appropriate
to set an exercise price not less than 100% of the fair market value of the stock on the date an
Award is granted); or (iii) if the stock is not then listed on an exchange or quoted in the
over-the-counter market, an amount determined in good faith by the Administrator, provided,
however, that (A) when appropriate, the Administrator in determining Fair Market Value of capital
stock of the Company may take into account such other factors as it may deem appropriate under the
circumstances, and (B) if the stock is traded on the Nasdaq SmallCap Market and both sales prices
and bid and asked prices are quoted or available, the Administrator may elect to determine Fair
Market Value under either clause (i) or (ii) above. The Fair Market Value of rights or property
other than capital stock of the Company means the fair market value thereof as determined by the
Administrator on the basis of such factors as it may deem appropriate.



“Incentive Stock Option” means a Stock Option that qualifies as an incentive stock option
under Section 422 of the IRC.



“IRC” means the Internal Revenue Code of 1986, as amended.



“Just Cause Dismissal” means a termination of a Recipient’s employment for any of the
following reasons: (i) the Recipient violates any reasonable rule or regulation of the Board, the
Company’s President or Chief Executive Officer or the Recipient’s superiors that results in damage
to the Company or any Affiliated Entity or which, after written notice to do so, the Recipient
fails to correct within a reasonable time not exceeding 15 days; (ii) any willful misconduct or
gross negligence by the Recipient in the responsibilities assigned to the Recipient; (iii) any
willful failure to perform the Recipient’s job as required to meet the objectives of the Company or
any Affiliated Entity; (iv) any wrongful conduct of a Recipient which has an adverse impact on the
Company or any Affiliated Entity or which constitutes a misappropriation of assets of the Company
or any Affiliated Entity; (v) the Recipient does any of the things described in Section
5.15; or (vi) any other conduct that the Administrator reasonably determines constitutes Just
Cause for Dismissal; provided, however, that if a Recipient is party to an employment agreement
with the Company or any Affiliated Entity providing for just cause dismissal (or some comparable
concept) of Recipient from Recipient’s employment with the Company or any Affiliated Entity, “Just
Cause Dismissal” for purposes of this Plan will have the same meaning as ascribed thereto or to
such comparable concept in such employment agreement.



“Nonqualified Stock Option” means a Stock Option that is not an Incentive Stock Option.



“Parent Corporation” means any Parent Corporation as defined in Section 424(e) of the IRC.



“Performance-Based Compensation” means performance-based compensation as described in Section
162(m) of the IRC. If the amount of compensation an Eligible Person will receive under any Award
is not based solely on an increase in the value of Common Stock after the date of grant or award,
the Administrator, in order to qualify an Award as performance-based compensation under Section
162(m) of the IRC, can condition the grant, award, vesting, or exercisability of such an Award on
the attainment of a preestablished, objective performance goal. For this purpose, a
preestablished, objective performance goal may include one or more of the following performance
criteria: (a) cash flow,



(b) earnings per share (including earnings before interest, taxes, and amortization), (c)
return on equity, (d) total Shareholder return, (e) return on capital, (f) return on assets or net
assets, (g) income or net income, (h) operating income or net operating income, (i) operating
margin, (j) return on operating revenue, and (k) any other similar performance criteria.



“Permanent Disability” means that the Recipient becomes physically or mentally incapacitated
or disabled so that the Recipient is unable to perform substantially the same services as the
Recipient performed prior to incurring such incapacity or disability (the Company, at its option
and expense, being entitled to retain a physician to confirm the existence of such incapacity or
disability, and the determination of such physician to be binding upon the Company and the
Recipient), and such incapacity or disability continues for a period of three (3) consecutive
months or six (6) months in any 12-month period or such other period(s) as may be determined by the
Administrator with respect to any Award.



“Person” means any person, entity or group, within the meaning of Section 13(d) or 14(d) of
the Exchange Act, but excluding (i) the Company and its subsidiaries, (ii) any employee stock
ownership or other employee benefit plan maintained by the Company and (iii) an underwriter or
underwriting syndicate that has acquired the Company’s securities solely in connection with a
public offering thereof.



“Plan” means this 2007 Nonstatutory Stock Option Plan of the Company.



“Plan Term” means the period during which this Plan remains in effect (commencing the
Effective Date and ending on the Expiration Date).



“Recipient” means a person who has received an Award.



“Reorganization” means any merger, consolidation or other reorganization.



“Retirement” of a Recipient means the Recipient’s resignation from the Company or any
Affiliated Entity after reaching age 60 and at least five years of full-time employment by the
Company or any Affiliated Entity, without any circumstances that would justify a Just Cause
Dismissal of the Recipient.



“Securities Act” means the Securities Act of 1933, as amended.



“Significant Stockholder” is an individual who, at the time a Stock Option is granted to such
individual under this Plan, owns more than ten percent (10%) of the combined voting power of all
classes of stock of the Company or of any Parent Corporation or Subsidiary Corporation (after
application of the attribution rules set forth in Section 424(d) of the IRC).



“Stock Option” means a right to purchase stock of the Company granted under Section
6.1 of this Plan.



“Subsidiary Corporation” means any Subsidiary Corporation as defined in Section 424(f) of the
IRC.



1




EXHIBIT A




to Ashworth, Inc.




2007 Nonstatutory Stock Option Plan




NOTICE OF EXERCISE



Ashworth, Inc.



Re: Stock Option



Notice is hereby given that I elect to purchase the number of shares (the “Shares”) set forth
below pursuant to the stock option referenced below at the exercise price applicable thereto:



	 	 	 	 	 
	Option Grant Date:
	 		______________	
	 
	 	 	 	 
	Total Number of Shares
	 	 	 	 
	Underlying Original Option:
	 		______________	
	 
	 	 	 	 
	Number of Shares for which
	 	 	 	 
	Option has been previously
	 	 	 	 
	exercised:
	 		______________	
	 
	 	 	 	 
	Exercise Price Per Share:
	 		______________	
	 
	 	 	 	 
	Number of Shares Being
	 	 	 	 
	Acquired With This Exercise:
	 		______________	
	 
	 	 	 	 






A check in the amount of the aggregate price of the shares being purchased is attached.



I hereby confirm that such shares are being acquired by me for my own account for investment
purposes, and not with a view to, or for resale in connection with, any distribution thereof. I
will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or
any applicable federal or state securities laws. Further, I understand that the exemption from
taxable income at the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of the Option.



I understand that the certificate representing the Shares will bear a restrictive legend
within the contemplation of the Securities Act and as required by such other state or federal law
or regulation applicable to the issuance or delivery of the Shares.



I agree to provide to the Company such additional documents or information as may be required
pursuant to the Company’s 2007 Nonstatutory Stock Option Plan.



     



(signature)



     



(name of Optionee)



2




ASHWORTH, INC.




NOTICE OF OPTION GRANT




This Notice of Option Grant will confirm that as of      ,      , Ashworth, Inc. (the
“Company”) granted a stock option to you pursuant to the Company’s 2007 Nonstatutory Stock Option
Plan (the “Plan”) upon the following terms and conditions:



	 	 	 	 	 
	Option Grant Date:
	 		_________________	
	Type of Option:
	 	Nonqualified

	Maximum Number of
	 	 	 	 
	Shares of Common
	 	 	 	 
	Stock Issuable Upon
	 	 	 	 
	Exercise of Option:
	 		_________________	
	Exercise Price:
	 	 $_____ per share
	Vesting Schedule:
	 	 	 	 
	Expiration Date:
	 		_________________	






In addition to the terms described herein, this award is subject to the terms and
conditions of the Plan, a copy of which is attached hereto and incorporated herein by reference.



SALE, TRANSFER OR HYPOTHECATION OF THE OPTION REFERRED TO ABOVE AND SHARES ISSUABLE UNDER THIS
OPTION ARE SUBJECT TO RESTRICTIONS UNDER THE PLAN AND APPLICABLE LAW.




ASHWORTH, INC.




By:

Name:

Title:




3




ASHWORTH, INC.




2007 NONSTATUTORY STOCK OPTION PLAN




STOCK OPTION AGREEMENT




THIS STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of the Option Grant Date
set forth below, by and between Ashworth, Inc., a Delaware corporation (the “Company”), and
     (“Optionee”). Terms not otherwise defined in this Agreement shall have
the meanings ascribed to them in the Company’s 2007 Nonstatutory Stock Option Plan (the “Plan”).
The parties agree as follows:



1. Governing Plan. Optionee has received a copy of the Plan. This Agreement is
subject in all respects to the applicable provisions of the Plan, which are incorporated herein by
reference. In the case of any conflict between the provisions of the Plan and this Agreement, the
provisions of the Plan shall control.



2. Grant of Option. The Company hereby grants to Optionee a stock option (the
"Option”) to purchase shares of the Company’s Common Stock upon the following terms and conditions:



	 	 	 	 	 
	Option Grant Date:
	 		_________________	
	Type of Option:
	 	Nonqualified

	Maximum Number of Shares of
	 	 	 	 
	Common Stock Issuable
	 	 	 	 
	Upon Exercise of Option:
	 		_________________	
	Purchase Price Per Share:
	 	 $_____ per share
	Vesting Schedule:
	 	 	 	 






3. Governing Law. This Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with the internal laws, and not the laws pertaining to
conflicts or choice of laws, of the State of Delaware applicable to agreements made or to be
performed wholly within the State of Delaware.



IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement effective as of the
Option Grant Date.



	 	 	 
	The Company:

	 	Optionee:
	By:

	 	

	 

	 	 
	Its:

	 	Name:
	 

	 	 







4