2007 Equity Incentive Plan and form of Stock Option Agreement



 Exhibit 10.8 
 EMPHASYS MEDICAL, INC. 
 2007 EQUITY INCENTIVE PLAN 
  

	1.	Purposes of the Plan. 

 The purpose of this Plan is
to encourage ownership in Emphasys Medical, Inc., a Delaware corporation (the “Company”), by key personnel whose long-term employment or other service relationship with the Company is considered essential to the Company’s
continued progress and, thereby, encourage recipients to act in the stockholders’ interest and share in the Company’s success. 
  

	2.	Definitions. 

 As used herein, the following
definitions shall apply: 
 (a)         “Administrator” means the Board, any
Committees or such delegates as shall be administering the Plan in accordance with Section 4 of the Plan. 
 (b)        “Affiliate” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as
determined by the Administrator. 
 (c)        “Annual Award” means an option
granted to an Eligible Director who meets the specified criteria pursuant to Section 13(c)(ii). 
 (d)        “Annual Meeting means the annual meeting of the stockholders of the Company. 
 (e)        “Applicable Laws” means the requirements relating to the administration of stock option and stock award plans under U.S. federal and state laws,
any stock exchange or quotation system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the terms of the Company’s agreement with such exchange or quotation system and, with respect to
Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction. 
 (f)         “Award” means a Cash Award, Stock Award or Option granted in accordance with the terms of the Plan. 
 (g)        “Awardee” means an Employee, Consultant or Director of the Company or any
Affiliate who has been granted an Award under the Plan. 
 (h)        “Award
Agreement” means a Cash Award Agreement, Stock Award Agreement and/or Option Agreement, which may be in written or electronic format, in such form and with such terms and conditions as may be specified by the Administrator, evidencing
the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan. 
  







 (i)        “Board” means the Board of
Directors of the Company. 
 (j)        “Cash Award” means a bonus opportunity
awarded under Section 12 pursuant to which an Awardee may become entitled to receive an amount based on the satisfaction of such performance criteria as are specified in the agreement or other documents evidencing the Award (the “Cash
Award Agreement”). 
 (k)       “Cause” means, unless such term or an equivalent
term is otherwise defined with respect to an Award by the Participant’s Cash Award Agreement, Option Agreement, Stock Award Agreement or written contract of employment or service, any of the following: (i) the Participant’s theft,
dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Company or Affiliate documents or records; (ii) the Participant’s material failure to abide by a Company’s or Affiliate’s code
of conduct or other policies (including without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or
intangible asset or corporate opportunity of the Company or an Affiliate (including, without limitation, the Participant’s improper use or disclosure of confidential or proprietary information); (iv) any intentional act by the Participant
which has a material detrimental effect on the Company or an Affiliate’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from the Company or an
Affiliate, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment or service agreement between the Participant and the Company or an Affiliate, which breach is not cured
pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the
Participant’s ability to perform his or her duties with the Company or an Affiliate. 
 (l)        “Change in Control” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Cash Award Agreement, Option
Agreement, Stock Award Agreement or written contract of employment or service, the occurrence of any of the following: 
 i.        an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the
Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more
than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 2(ee)(iii), the entity to which the assets of the Company
were transferred (the “Transferee”), as the case may be; or 
 ii.       the liquidation
or dissolution of the Company. 
  

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 For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation,
an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other
business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities in the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

 (m)       “Code” means the United States Internal Revenue Code of 1986, as
amended. 
 (n)        “Committee” means the compensation committee of the
Board or a committee of Directors appointed by the Board in accordance with Section 4 of the Plan. 
 (o)        “Common Stock” means the common stock of the Company. 
 (p)        “Company” means Emphasys Medical, Inc., a Delaware corporation, or its successor. 
 (q)        “Consultant” means any person engaged by the Company or any Affiliate to render services to such entity as an advisor or consultant. 

 (r)        “Continuous Service” means that the Participant’s service with
the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or
a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous
Service; provided, however, if the Company for which a Participant is rendering services ceases to qualify as an “Affiliate,” as determined by the Board in its sole discretion, such Participant’s Continuous Service shall be
considered to have terminated on the date such Company ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of: (i) any leave of absence approved by the Board or the chief executive officer of the Company, including sick leave, military leave or any other personal leave; or (ii) transfers
between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s
leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law. 
 (s)        “Conversion Award” has the meaning set forth in Section 4(b)(xii) of the Plan. 
 (t)        “Director” means a member of the Board. 
  

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 (u)        “Effective Date” means the effective
date of the underwriting agreement entered into in connection with the initial public offering of the Company’s Common Stock by the Company and the underwriters managing the initial public offering of the Company’s Common Stock pursuant to
the underwriting agreement’s terms. 
 (v)        “Eligible Director” means an
Outside Director who is eligible to participate in the Non-Discretionary Grant Program. 
 (w)        “Employee” means a regular, active employee of the Company or any Affiliate, including an Officer and/or Inside Director. The Administrator shall determine whether or
not the chairman of the Board qualifies as an “Employee.” Within the limitations of Applicable Law, the Administrator shall have the discretion to determine the effect upon an Award and upon an individual’s status as an Employee in
the case of (i) any individual who is classified by the Company or an Affiliate as leased from or otherwise employed by a third party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an
audit, litigation or otherwise, (ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between locations of employment with the Company or an Affiliate or between the Company and any Affiliate or between any
Affiliates, (iv) any change in the Awardee’s status from an Employee to a Consultant or Director, and (v) at the request of the Company or an Affiliate an Employee becomes employed by any partnership, joint venture or corporation not
meeting the requirements of an Affiliate in which the Company or an Affiliate is a party. 
 (x)        “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (y)        “Fair Market Value” means, as of any date, the value of a share of Common Stock or other property as determined by the Administrator, in its
discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 
 i.        If, on such date, the Common Stock is listed on a national or regional securities exchange or market system, including without limitation the Nasdaq Global Market, the Fair Market Value of a
share of Common Stock shall be the closing price of a share of Common Stock (or the mean of the closing bid and asked prices of a share of Common Stock if the stock is so quoted instead) as quoted on such exchange or market system constituting the
primary market for the Common Stock, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. If the relevant date does not fall on a day on which the Common Stock has traded on such securities exchange
or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Common Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Administrator, in
its discretion. 
 ii.       If, on such date, the Common Stock is not listed on a national or regional
securities exchange or market system, the Fair Market Value of a share of Common Stock shall be as determined by the Administrator in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and
subject to compliance with Section 409A of the Code. 
  

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 (z)        “Grant Date” means, for all
purposes, the date on which the Administrator makes the determination granting an Award, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date
on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Awardee’s employment relationship with the Company. 
 (aa)      “Incentive Stock Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
 (bb)      “Initial Award” means an Option Granted to an Eligible Director who meets the specified criteria pursuant to Section 13(c)(i). 
 (cc)      “Inside Director” means a Director who is an Employee. 
 (dd)      “Nasdaq” means the Nasdaq Global Market or its successor.
 (ee)      “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock
Option. 
 (ff)      “Officer” means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
 (gg)      “Option” means a right granted under Section 8 to purchase a number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified
in the agreement or other documents evidencing the Option (the “Option Agreement”). Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted under the Plan. 
 (hh)      ““Outside Director” means a Director who either (i) is not a current employee
of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives
compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company
or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code. 
 (ii)       “Ownership Change Event” means the occurrence of any of the following with respect to the
Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation
in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company. 
  

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 (jj)      “Participant” means the Awardee or any
person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder. 
 (kk)    “Plan” means this Emphasys Medical, Inc. 2007 Equity Incentive Plan. 
 (ll)      “Qualifying Performance Criteria” shall have the meaning set forth in Section 14(b) of the Plan. 
 (mm)  “Share” means a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan. 

(nn)    “Stock Appreciation Right” means a right to receive cash and/or shares of Common Stock based on a
change in the Fair Market Value of a specific number of shares of Common Stock between the grant date and the exercise date granted under Section 11.  
 (oo)    “Stock Award” means an award or issuance of Shares, Stock Units, Stock Appreciation Rights or other similar awards made under Section 11 of the Plan, the grant,
issuance, retention, vesting, settlement, and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as are expressed in the agreement or other
documents evidencing the Award (the “Stock Award Agreement”). 
 (pp)    “Stock
Unit” means a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share (or a fraction or multiple of such value), payable in cash, property or Shares. Stock Units represent an unfunded and unsecured
obligation of the Company, except as otherwise provided for by the Administrator. 
 (qq)    “Subsidiary” means any company (other than the Company) in an unbroken chain of companies beginning with the Company, provided each company in the unbroken chain (other than the Company)
owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other companies in such chain. 
 (rr)     “Termination of Continuous Service” shall mean ceasing to be in Continuous Service as an Employee, Consultant or Director, as determined in the sole discretion
of the Administrator. However, for Incentive Stock Option purposes, Termination of Continuous Service will occur when the Awardee ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations
promulgated thereunder) of the Company or one of its Subsidiaries. The Administrator shall determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a
Termination of Continuous Service. 
  

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 (ss)    “Total and Permanent Disability” shall have the meaning
set forth in Section 22(e)(3) of the Code. 
  

	3.	Stock Subject to the Plan. 

 (a)        Aggregate Limits.    Subject to the provisions of Section 15 of the Plan, the maximum aggregate number of Shares that may be sold or issued under the Plan is
2,225,000 shares of Common Stock (prior to adjustment for any stock split effected in connection with the Company’s initial public offering). The initial 2,225,000 Shares shall be cumulatively increased on the first day of each of the
Company’s fiscal years beginning in fiscal year 2009 and continuing through the term of the Plan by the least of (a) 2,225,000 Shares (prior to adjustment for any stock split effected in connection with the Company’s initial public
offering), (b) four percent (4.0%) of the Company’s outstanding Shares as of the last day of the preceding fiscal year or (c) a number of Shares determined by the Board. 
 Shares subject to Awards granted under the Plan that are cancelled, expire or are forfeited shall be available for re-grant under the Plan. If an Awardee
pays the exercise or purchase price of an Award granted under the Plan through the tender of Shares, or if Shares are tendered or withheld to satisfy any Company withholding obligations, the number of Shares so tendered or withheld shall become
available for re-issuance thereafter under the Plan. The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares. 
 (b)        Code Section 162(m) Share Limits.    Subject to the provisions of
Section 15 of the Plan, the aggregate number of Shares subject to non-cash Awards granted under this Plan during any calendar year to any one Awardee shall not exceed 600,000 Shares (prior to adjustment for any stock split effected in
connection with the Company’s initial public offering) except that in connection with his or her first commencing service with the Company or an Affiliate, an Awardee may be granted Awards covering up to 1,200,000 Shares (prior to adjustment
for any stock split effected in connection with the Company’s initial public offering) during the year in which such service commences. Notwithstanding anything to the contrary in the Plan, the limitations set forth in this Section 3(b)
shall be subject to adjustment under Section 15(a) of the Plan only to the extent that such adjustment will not affect the status of any Award intended to qualify as “performance based compensation” under Code Section 162(m).

  

	4.	Administration of the Plan. 

 (a)        Procedure.
 i.        Multiple Administrative Bodies.    The Plan shall be administered by the Board, a Committee and/or their delegates. 
 ii.       Section 162.    To the extent that the Administrator determines it to be
desirable to qualify Awards granted hereunder as “performance-based 

  

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compensation” within the meaning of Section 162(m) of the Code, Awards to “covered employees” within the meaning of Section 162(m)
of the Code or Employees that the Committee determines may be “covered employees” in the future shall be made by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code. 
 iii.        Rule 16b-3.    To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”), Awards to Officers and Directors shall be made by the entire Board or a Committee of two or more “non-employee directors”
within the meaning of Rule 16b-3. 
 iv.        Other
Administration.    The Board or a Committee may delegate to an authorized officer or officers of the Company the power to approve Awards to persons eligible to receive Awards under the Plan who are not (A) subject to
Section 16 of the Exchange Act or (B) at the time of such approval, “covered employees” under Section 162(m) of the Code or (C) any other executive officer. 
 v.        Delegation of Authority for the Day-to-Day Administration of the
Plan.    Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such
delegation may be revoked at any time. 
 vi.        Nasdaq.    The Plan
will be administered in a manner that complies with any applicable Nasdaq or stock exchange listing requirements. 
 (b)        Powers of the Administrator.    Subject to the provisions of the Plan and, in the case of a Committee or delegates acting as the Administrator, subject to the
specific duties delegated to such Committee or delegates, the Administrator shall have the authority, in its discretion: 
 i.        to select the Employees, Consultants and Directors of the Company or its Affiliates to whom Awards are to be granted hereunder; 
 ii.       to determine the number of shares of Common Stock or amount of cash to be covered by each Award granted
hereunder; 
 iii.      to determine the type of Award to be granted to the selected Employees, Consultants
and Directors; 
 iv.      to approve forms of Award Agreements for use under the Plan; 
 v.       to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted
hereunder. Such terms and conditions include, but are not limited to, the exercise and/or purchase price (if applicable), the time or times when an Award may be exercised (which may or may not be based on performance criteria), the vesting schedule,
any vesting and/or exercisability 

  

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acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any restriction or limitation regarding any Award or
the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and may be established at the time an Award is granted or thereafter; 
 vi.         to correct administrative errors; 
 vii.        to construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards
granted pursuant to the Plan; 
 viii.       to adopt rules and procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the
conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements and (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws,
regulations and practice; 
 ix.         to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans and Plan addenda; 
 x.          to modify or amend each Award, including, but not limited to, the acceleration of vesting and/or exercisability, provided, however, that any such amendment is subject to
Section 16 of the Plan and except as set forth in that Section, may not impair any outstanding Award unless agreed to in writing by the Participant; 
 xi.         to allow Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or
vesting of a Stock Award that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined in such manner and on such date that the Administrator
shall determine or, in the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such
conditions as the Administrator may provide; 
 xii.        to authorize conversion or substitution
under the Plan of any or all stock options, stock appreciation rights or other stock awards held by service providers of an entity acquired by the Company (the “Conversion Awards”). Any conversion or substitution shall be effective
as of the close of the merger, acquisition or other transaction. The Conversion Awards may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator, with respect to options granted by the acquired entity;
provided, however, that with respect to the conversion of stock appreciation rights in the acquired entity, 

  

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the Conversion Awards shall be Nonstatutory Stock Options. Unless otherwise determined by the Administrator at the time of conversion or substitution, all
Conversion Awards shall have the same terms and conditions as Awards generally granted by the Company under the Plan; 
 xiii.       to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; 
 xiv.       to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and
manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy or under any other
Company policy relating to Company stock and stock ownership and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; 
 xv.        to provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof, a right, either in tandem with the other
rights under the Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by reference to the value of the Award; and

 xvi.       to make all other determinations deemed necessary or advisable for administering the Plan
and any Award granted hereunder. 
 (c)        Effect of Administrator’s
Decision.    All decisions, determinations and interpretations by the Administrator regarding the Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and
binding on all Participants and on all other persons. The Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without
limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. 
  

	5.	Eligibility. 

 Awards may be granted to Employees,
Consultants and Directors of the Company or any of its Affiliates; provided that Incentive Stock Options may be granted only to Employees of the Company or of a Subsidiary of the Company. 
  

	6.	Term of Plan. 

 The Plan shall become effective on
the Effective Date. It shall continue in effect for a term of ten (10) years from the later of the Effective Date or the date any amendment to add shares to the Plan is approved by stockholders of the Company unless terminated earlier under
Section 16 of the Plan. 
  

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	7.	Term of Award. 

 The term of each Award shall be
determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be ten (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement; provided that an Incentive Stock
Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary shall have a term of no more than five (5) years from the
Grant Date; and provided further that the term may be ten and one-half (10.5) years (or a shorter period) in the case of Options granted to Employees in certain jurisdictions outside the United States as determined by the Administrator.

  

	8.	Options. 

 The Administrator may grant an Option or
provide for the grant of an Option, either from time to time in the discretion of the Administrator or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals, the satisfaction of an
event or condition within the control of the Awardee or within the control of others. 
 (a)        Option Agreement.    Each Option Agreement shall contain provisions regarding (i) the number of Shares that may be issued upon exercise of the Option,
(ii) the type of Option, (iii) the exercise price of the Shares and the means of payment for the Shares, (iv) the term of the Option, (v) such terms and conditions on the vesting and/or exercisability of an Option as may be
determined from time to time by the Administrator, (vi) restrictions on the transfer of the Option or the Shares issued upon exercise of the Option and forfeiture provisions and (vii) such further terms and conditions, in each case not
inconsistent with this Plan as may be determined from time to time by the Administrator. 
 (b)        Exercise Price.    The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to
the following: 
 i.        In the case of an Incentive Stock Option, the per Share exercise price
shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the Grant Date; provided however, that in the case of an Incentive Stock Option granted to an Employee who on the Grant Date owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the Grant Date.

 ii.       In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less
than one hundred percent (100%) of the Fair Market Value per Share on the Grant Date. 
  

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 iii.      Notwithstanding the foregoing, at the Administrator’s
discretion, Conversion Awards may be granted in substitution and/or conversion of options of an acquired entity, with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of such substitution and/or conversion.

 (c)        Vesting Period and Exercise Dates.    Options granted under
this Plan shall vest and/or be exercisable at such time and in such installments during the period prior to the expiration of the Option’s term as determined by the Administrator. The Administrator shall have the right to make the timing of the
ability to exercise any Option granted under this Plan subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate by the Administrator. At any time after the grant of an Option, the Administrator
may reduce or eliminate any restrictions surrounding any Participant’s right to exercise all or part of the Option. 
 (d)        Form of Consideration.    The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment, either
through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of consideration may include: 
 i.        cash; 
 ii.       check or wire transfer
(denominated in U.S. Dollars); 
 iii.      subject to the Company’s discretion to refuse for any reason
and at any time to accept such consideration and subject to any conditions or limitations established by the Administrator, other Shares held by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised; 
 iv.      consideration received by
the Company under a broker-assisted sale and remittance program acceptable to the Administrator; 
 v.       cashless “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair
Market Value that does not exceed the aggregate exercise price; provided that the Company shall accept a cash or other payment from the Participant to the extent of any remaining balance of the exercise price not satisfied by such reduction in the
number of whole Shares to be issued; and also provided that Shares will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (A) Shares are withheld to pay the exercise price pursuant to a “net
exercise,” and (B) the remaining number of whole Shares are delivered to the Participant as a result of such exercise; 
 vi.      such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or 
 vii.     any combination of the foregoing methods of payment. 
  

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 (e)        Effect of Termination of Continuous Service on
Options. 
 i.          Generally.    Unless otherwise
provided for by the Administrator, upon an Awardee’s Termination of Continuous Service other than as a result of circumstances described in Sections 8(e)(ii) and (iii) below, all outstanding Options granted to such Awardee that were vested
and exercisable as of the date of the Awardee’s Termination of Continuous Service may be exercised by the Awardee until the earlier of thirty (30) days following Awardee’s Termination of Continuous Service. If the Participant does not
exercise such options within the time specified, the Option (to the extent not exercised) shall automatically terminate. 
 ii.         Disability of Awardee.    Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Continuous Service as a result of the
Awardee’s disability, including Total and Permanent Disability, all outstanding Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s Termination of Continuous Service may be exercised by the
Awardee until the earlier of (A) six (6) months following Awardee’s Termination of Continuous Service as a result of Awardee’s disability, including Total and Permanent Disability or (B) the expiration of the term of such
Option. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate. 
 iii.        Death of Awardee.    Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Continuous Service as a
result of the Awardee’s death, all outstanding Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s death may be exercised until the earlier of (A) twelve (12) months following the
Awardee’s death or (B) the expiration of the term of such Option. If an Option is held by the Awardee when he or she dies, such Option may be exercised, to the extent the Option is vested and exercisable, by the beneficiary designated by
the Awardee (as provided in Section 17 of the Plan), the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to exercise the Option under the Awardee’s will or the laws of descent or distribution;
provided that the Company need not accept exercise of an Option by such beneficiary, executor or administrator unless the Company has satisfactory evidence of such person’s authority to act as such. If the Option is not so exercised within the
time specified, such Option (to the extent not exercised) shall automatically terminate. The Awardee’s service shall be deemed to have terminated on account of death if the Awardee dies within thirty (30) days (or such longer period as
determined by the Administrator, in its discretion) after the Awardee’s Termination of Continuous Service. 
 iv.        Termination for Cause.    The Administrator has the authority to cause all outstanding Awards held by an Awardee to terminate immediately in their entirety upon
first notification to the Awardee of the Awardee’s Termination of Continuous Service for Cause. If an Awardee’s employment or consulting 

  

 13 








 
relationship with the Company is suspended pending an investigation of whether the Awardee shall be terminated for Cause, the Administrator has the authority
to cause all the Awardee’s rights under all outstanding Awards to be suspended during the investigation period in which event the Awardee shall have no right to exercise any outstanding Awards. 
 v.         Other Terminations of Continuous Service.    The Administrator may
provide in the applicable Option Agreement for different treatment of Options upon Termination of Continuous Service of the Awardee than that specified above. 
 vi.        Extension of Exercise Period.    The Administrator shall have full power and authority to extend the period of time for which an Option is
to remain exercisable following an Awardee’s Termination of Continuous Service from the periods set forth in Sections 8(e)(i),(ii) and (iii) above or in the Option Agreement to such greater time as the Board shall deem appropriate,
provided that in no event shall such Option be exercisable later than the date of expiration of the term of such Option as set forth in the Option Agreement. 
 vii.       Extension if Exercise Prevented by Law.    Notwithstanding the foregoing, other than a Termination for Cause, if a sale within the applicable
time periods set forth in Section 8(e) above or in the Option Agreement is prevented by Section 19 below, the Option shall remain exercisable until thirty (30) days after the date the Awardee is notified by the Company that the Option
is exercisable, but in any event no later than the Option expiration date. 
 viii.      Extension if
Subject to Section 16(b).    Notwithstanding the foregoing, other than a termination for Cause, if a sale within the applicable time periods set forth in Section 8(e) above or in the Option Agreement would subject
the Awardee to a suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of shares by the Awardee would no longer be subject to suit, (ii) the one hundred ninetieth (190th) day after Awardee’s Termination of Continuous Service, or (iii) the Option expiration date. 
 (f)        Leave of Absence.    The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid
leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any leave that is not a leave required to be provided to the Awardee under Applicable Law. In the event of military leave,
vesting shall toll during any unpaid portion of such leave, provided that, upon an Awardee’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and
Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Awardee continued to provide services to the Company throughout the leave on the same terms as he or she was
providing services immediately prior to such leave. 
  

 14 









	9.	Incentive Stock Option Limitations/Terms. 

 (a)        Eligibility.    Only employees (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or
any of its Subsidiaries may be granted Incentive Stock Options. 
 (b)        $100,000
Limitation.    Notwithstanding the designation “Incentive Stock Option” in an Option Agreement, if and to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any of its Subsidiaries) exceeds U.S. $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 9(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the Grant Date. 
 (c)        Transferability.    An Incentive Stock Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner by the Awardee otherwise than by will or the laws of descent and distribution, and, during the lifetime of such Awardee, may only be exercised by the Awardee. If the terms of an
Incentive Stock Option are amended to permit transferability, the Option will be treated for tax purposes as a Nonstatutory Stock Option. The designation of a beneficiary by an Awardee will not constitute a transfer. 
 (d)        Exercise Price.    The per Share exercise price of an Incentive Stock
Option shall be determined by the Administrator in accordance with Section 8(b)(i) of the Plan. 
 (e)        Other Terms.    Option Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be necessary to qualify, to the extent
determined desirable by the Administrator, with the applicable provisions of Section 422 of the Code. 
  

	10.	Exercise of Option.

 (a)        Procedure for Exercise. 
 i.        Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the
respective Option Agreement. 
 ii.       An Option shall be deemed exercised when the Company receives
(A) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option; (B) full payment for the Shares with respect to which the related Option is exercised; and
(C) payment of all applicable withholding taxes. 
 iii.      An Option may not be exercised for a
fraction of a Share. 
  

 15 








 (b)        Rights as a
Stockholder.    The Company shall issue (or cause to be issued) such Shares as administratively practicable after the Option is exercised. Shares issued upon exercise of an Option shall be issued in the name of the
Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Unless provided otherwise by the Administrator or pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the
Option. 
  

	11.	Stock Awards.

 (a)        Stock Award Agreement.    Each Stock Award Agreement shall contain provisions regarding (i) the number of Shares subject to such Stock Award or a formula for
determining such number, (ii) the purchase price of the Shares, if any, and the means of payment for the Shares, (iii) the performance criteria (including Qualifying Performance Criteria), if any, and level of achievement versus these
criteria that shall determine the number of Shares granted, issued, retainable and/or vested, (iv) such terms and conditions on the grant, issuance, vesting, settlement and/or forfeiture of the Shares as may be determined from time to time by
the Administrator, (v) restrictions on the transferability of the Stock Award and (vi) such further terms and conditions in each case not inconsistent with this Plan as may be determined from time to time by the Administrator. 

(b)        Restrictions and Performance Criteria.    The grant, issuance,
retention, settlement and/or vesting of each Stock Award or the Shares subject thereto may be subject to such performance criteria (including Qualifying Performance Criteria) and level of achievement versus these criteria as the Administrator shall
determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Awardee. Unless otherwise permitted in compliance with the requirements of Code Section 162(m) with respect to
an Award intended to comply as “performance-based compensation” thereunder, the Committee shall establish the Qualifying Performance Criteria applicable to, and the formula for calculating the amount payable under, the Award no later than
the earlier of (a) the date ninety (90) days after the commencement of the applicable performance period, or (b) the date on which twenty-five percent (25%) of the performance period has elapsed, and in any event at a time when
the achievement of the applicable Qualifying Performance Criteria remains substantially uncertain. 
 (c)        Forfeiture.    Unless otherwise provided for by the Administrator, upon the Awardee’s Termination of Continuous Service, the Stock Award and the Shares
subject thereto shall be forfeited, provided that to the extent that the Participant purchased or earned any Shares, the Company shall have a right to repurchase the unvested Shares at such price and on such terms and conditions as the Administrator
determines. 
 (d)        Rights as a Stockholder.    Unless otherwise
provided by the Administrator in the Award Agreement, the Participant shall have the rights equivalent to those of a stockholder and shall be a stockholder only after Shares are issued (as evidenced by the 

  

 16 








 
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant. Unless otherwise provided by the
Administrator, a Participant holding Stock Units shall not be entitled to receive dividend payments or any credit therefor as if he or she was an actual stockholder. 
 (e)         Stock Appreciation Rights. 
 i.
        General.  Stock Appreciation Rights may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. The Board may grant Stock Appreciation Rights to
eligible Participants subject to terms and conditions not inconsistent with this Plan and determined by the Board. The specific terms and conditions applicable to the Participant shall be provided for in the Stock Award Agreement. Stock Appreciation
Rights shall be exercisable, in whole or in part, at such times as the Board shall specify in the Stock Award Agreement. 
 ii.
       Exercise of Stock Appreciation Right.  Upon the exercise of a Stock Appreciation Right, in whole or in part, the Participant shall be entitled to a payment in an amount equal to the excess
of the Fair Market Value on the date of exercise of a fixed number of Shares covered by the exercised portion of the Stock Appreciation Right, over the Fair Market Value on the Grant Date of the Shares covered by the exercised portion of the Stock
Appreciation Right (or such other amount calculated with respect to Shares subject to the Award as the Board may determine). The amount due to the Participant upon the exercise of a Stock Appreciation Right shall be paid in such form of
consideration as determined by the Board and may be in cash, Shares or a combination thereof, over the period or periods specified in the Stock Award Agreement. A Stock Award Agreement may place limits on the amount that may be paid over any
specified period or periods upon the exercise of a Stock Appreciation Right, on an aggregate basis or as to any Participant. A Stock Appreciation Right shall be considered exercised when the Company receives written notice of exercise in accordance
with the terms of the Stock Award Agreement from the person entitled to exercise the Stock Appreciation Right. 
 iii.
      Nonassignability of Stock Appreciation Rights.    Except as determined by the Administrator, no Stock Appreciation Right shall be assignable or otherwise transferable by the Participant
except by will or by the laws of descent and distribution. 
  

	12.	Cash Awards. 

 (a)         Cash Award.    Each Cash Award shall contain provisions regarding (i) the target and maximum amount payable to the Awardee as a Cash Award,
(ii) the performance criteria and level of achievement versus these criteria which shall determine the amount of such payment, (iii) the period as to which performance shall be measured for establishing the amount of any payment,
(iv) the timing of any payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Cash Award prior to 

  

 17 








 
actual payment, (vi) forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with the Plan, as may be
determined from time to time by the Administrator. The maximum amount payable as a Cash Award may be a multiple of the target amount payable, but the maximum amount payable pursuant to that portion of a Cash Award granted under this Plan for any
fiscal year to any Awardee that is intended to satisfy the requirements for “performance based compensation” under Section 162(m) of the Code shall not exceed U.S. $1,000,000. 
 (b)    Performance Criteria.  The Administrator shall establish the performance criteria and level of achievement
versus these criteria which shall determine the target and the minimum and maximum amount payable under a Cash Award, which criteria may be based on financial performance and/or personal performance evaluations. The Committee may specify the
percentage of the target Cash Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything to the contrary herein, the performance criteria for any
portion of a Cash Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code shall be a measure established by the Committee based on one or more Qualifying Performance
Criteria selected by the Committee and specified in writing not later than the earlier of (a) the date ninety (90) days after the commencement of the applicable performance period, or (b) the date on which twenty-five percent
(25%) of the performance period has elapsed, and in any event at a time when the achievement of the applicable Qualifying Performance Criteria remains substantially uncertain. 
 (c)    Timing and Form of Payment.  The Administrator shall determine the timing of payment of any Cash Award. The
Administrator may provide for or, subject to such terms and conditions as the Administrator may specify, may permit an Awardee to elect for the payment of any Cash Award to be deferred to a specified date or event. The Administrator may specify the
form of payment of Cash Awards, which may be cash or other property, or may provide for an Awardee to have the option for his or her Cash Award, or such portion thereof as the Administrator may specify, to be paid in whole or in part in cash or
other property. 
 (d)    Termination of Continuous Service.  The Administrator shall have the
discretion to determine the effect a Termination of Continuous Service due to (i) disability, (ii) death or (iii) otherwise shall have on any Cash Award. 
  

	13.	Non-Discretionary Grants to Eligible Directors 

 (a)    General.    The Non-Discretionary Grant Program in this Section 13 allows Eligible Directors to receive Nonstatutory Stock Options automatically at designated intervals over their
period of Continuous Service on the Board. 
 (b)    Eligibility.    The Stock Awards shall
automatically be granted to all Eligible Directors who meet the specified criteria. 
  

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 (c)    Non-Discretionary Grants.
 i.         Initial Awards.    Without any further action of the Board, each
person who after the Effective Date is elected or appointed for the first time to be an Eligible Director automatically shall, upon the date of his or her initial election or appointment to be an Eligible Director, be granted a Nonstatutory Stock
Option (the “Initial Award”) to purchase thirty thousand (30,000) shares (after adjustment for any stock split effected in connection with the Company’s initial public offering) of Common Stock on the terms and
conditions set forth in Section 13(d). 
 ii.        Annual
Awards.    Without any further action of the Board, on the date of each Annual Meeting, commencing with the Annual Meeting in 2008, each person who is then an Eligible Director (and who has been an Eligible Director for at
least six (6) months) shall be granted a Nonstatutory Stock Option (the “Annual Award”) to purchase ten thousand (10,000) shares (after adjustment for any stock split effected in connection with the Company’s
initial public offering) of Common Stock on the terms and conditions set forth in Section 13(d). 
 (d)    Non-Discretionary Option Grant Provisions.
 i.         Term.    No Option granted hereunder shall be exercisable after the expiration of ten (10) years from the date it was granted. 
 ii.        Exercise Price.    The exercise price of each Option shall be one hundred
percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. 
 iii.       Consideration.    The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid by any combination of the methods of payment set forth
below. 
 (1)      cash; 
 (2)      check or wire transfer (denominated in U.S. Dollars); 
 (3)      subject to the Company’s discretion to refuse for any reason and at any time to accept such consideration and subject to any conditions or limitations established by the Administrator, other
Shares held by the Eligible Director which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; 
 (4)      consideration received by the Company under a broker-assisted sale and remittance program acceptable to the
Administrator; 
  

 19 








 (5)      cashless “net exercise” arrangement pursuant to which
the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price; provided that the Company shall accept a cash or other
payment from the Eligible Director to the extent of any remaining balance of the exercise price not satisfied by such reduction in the number of whole Shares to be issued; and also provided that Shares will no longer be outstanding under an Option
and will not be exercisable thereafter to the extent that (A) Shares are withheld to pay the exercise price pursuant to a “net exercise,” and (B) the remaining number of whole Shares are delivered to the Eligible Director as a
result of such exercise; 
 (6)      such other consideration and method of payment for the issuance of Shares
to the extent permitted by Applicable Laws; or 
 (7)      any combination of the foregoing methods of
payment. 
 iv.       Termination of Continuous Service.    In the event that
an Eligible Director’s Continuous Service terminates (other than upon the Eligible Director’s death or Disability or upon a Change in Control), the Eligible Director may exercise his or her Option (to the extent that the Eligible Director
was entitled to exercise such Option as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date thirty (30) days following the termination of the Eligible Director’s
Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Eligible Director
does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. 
 v.        Extension of Termination Date.    If the exercise of the Option following the termination of the Eligible Director’s Continuous Service (other than upon the
Eligible Director’s death or Disability or upon a Change in Control) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option
shall terminate on the earlier of (i) the expiration of a period of thirty (30) days after the termination of the Eligible Director’s Continuous Service during which the exercise of the Option would not be in violation of such
registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. 
 vi.       Disability of Eligible Director.    In the event that an Eligible Director’s Continuous Service terminates as a result of the Eligible Director’s Disability,
the Option shall become fully vested and exercisable and the Eligible Director may exercise his or her Option, but only within such period of time ending on the 

  

 20 








 
earlier of (i) the date six (6) months following such termination of Continuous Service, or (ii) the expiration of the term of the Option as
set forth in the Option Agreement. If, after termination, the Eligible Director does not exercise his or her Option within the time specified herein or in the Option Agreement, the Option shall terminate. 
 vii.      Death of Eligible Director.  In the event that (i) an Eligible Director’s Continuous
Service terminates as a result of the Eligible Director’s death, or (ii) the Eligible Director dies within the thirty (30) day period after the termination of the Eligible Director’s Continuous Service for a reason other than
death, then the Option shall become fully vested and exercisable and may be exercised by the Eligible Director’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise
the Option upon the Eligible Director’s death, but only within the period ending on the earlier of (i) the date twelve (12) months following the date of death, or (ii) the expiration of the term of such Option as set forth in the
Option Agreement. If, after the Eligible Director’s death, the Option is not exercised within the time specified herein, the Option shall terminate. 
 viii.     Termination Upon Change in Control.  In the event that an Eligible Director’s Continuous Service terminates as of, or within twelve (12) months following a
Change in Control, the Eligible Director may exercise his or her Option (to the extent that the Eligible Director was entitled to exercise such Option as of the date of termination of Continuous Service) within such period of time ending on the
earlier of (i) the date twelve (12) months following the effective date of the Change in Control (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in
the Option Agreement or under the terms of the Change in Control definitive agreement. If, after termination of Continuous Service, the Eligible Director does not exercise his or her Option within the time specified herein or in the Option Agreement
(as applicable), the Option shall terminate. 
 ix.       Vesting.    Options
granted under the Non-Discretionary Grant Program shall vest as follows: 
 (1)      Initial
Awards.    Each Initial Award shall vest as one-third (1/3rd) of the Initial Award each year during the Eligible
Director’s Continuous Service over the three (3)-year period measured from the date of grant. 
 (2)      Annual Awards.    Each Annual Award shall vest as to one hundred percent (100%) of the Annual Award on the day prior to the next year’s annual Meeting provided that
the Eligible Director remains in Continuous Service as of that date. 
  

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 x.        Change in Control.    In
the event of a Change in Control, each Option granted under the Non-Discretionary Grant Program shall become fully vested and exercisable immediately prior to the effectiveness of such Change in Control. 
 xi.       Remaining Terms.    The remaining terms and conditions of each Option shall be
as set forth in an Option Agreement in the form adopted from time to time by the Board; provided, however, that the terms of such Option Agreement shall be consistent with the terms of the Plan. 
  

	14.	Other Provisions Applicable to Awards.

 (a)    Non-Transferability of Awards.    Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
for value other than by beneficiary designation, will or by the laws of descent or distribution. Subject to Section 9(c), the Administrator may in its discretion make an Award transferable to an Awardee’s family member or any other person
or entity as it deems appropriate. If the Administrator makes an Award transferable, either at the time of grant or thereafter, such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any transferee
shall be deemed to be bound by such terms upon acceptance of such transfer. 
 (b)    Qualifying Performance
Criteria.    For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied
to either the Company as a whole or to a business unit, Affiliate or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to
a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Administrator in the Award: (i) cash flow; (ii) total stockholder return; (iii) return on capital;
(iv) return on assets or net assets; (v) return on investment; (vi) revenue or growth in revenue; (vii) market share; (viii) achievement of specified milestones in the discovery, development, commercialization and/or
manufacturing of one or more of the Company’s products; (ix) achievement of expense targets; (x) earnings per share (xi) operating margin; (xii) gross margin; (xiii) net sales growth; (xiv) productivity ratios;
(xv) operating income; (xvi) net operating profit; (xvii) net earnings or net income (before or after taxes); (xviii) earnings before or after interest, taxes, depreciation, and/or amortization; (xix) economic value added;
(xx) working capital targets and (xxi) any other similar criteria. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a
performance period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals
for reorganization and restructuring programs; and (E) any gains or losses classified as extraordinary or as discontinued operations in the Company’s financial statements. 
  

 22 








 (c)    Certification.    Prior to the payment of any
compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall certify the extent to which any Qualifying Performance Criteria and any other material terms
under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock). 
 (d)    Discretionary Adjustments Pursuant to Section 162(m).    Notwithstanding satisfaction of any completion of any Qualifying Performance Criteria, to the extent specified at the time
of grant of an Award to “covered employees” within the meaning of Section 162(m) of the Code, the number of Shares, Options or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such
Qualifying Performance Criteria may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine. 
 (e)    Compliance with Section 409A.    Notwithstanding anything to the contrary contained herein, to the extent that the Administrator determines that any Award
granted under the Plan is subject to Code Section 409A and unless otherwise specified in the applicable Award Agreement, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary for such Award to avoid the
consequences described in Code Section 409A(a)(1), and to the maximum extent permitted under Applicable Law (and unless otherwise stated in the applicable Award Agreement), the Plan and the Award Agreements shall be interpreted in a manner that
results in their conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal Revenue Service regulations or other interpretive guidance issued under Section 409A (whenever
issued, the “Guidance”). Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement provides otherwise, with specific reference to this sentence), to the extent that a Participant holding an Award that
constitutes “deferred compensation” under Section 409A and the Guidance is a “specified employee” (also as defined thereunder), no distribution or payment of any amount shall be made before a date that is six (6) months
following the date of such Participant’s “separation from service” (as defined in Section 409A and the Guidance) or, if earlier, the date of the Participant’s death. 
 (f)    Deferral of Award Benefits.    The Administrator may in its discretion and upon such terms and
conditions as it determines appropriate permit one or more Participants whom it selects to (a) defer compensation payable pursuant to the terms of an Award, or (b) defer compensation arising outside the terms of this Plan pursuant to a
program that provides for deferred payment in satisfaction of such other compensation amounts through the issuance of one or more Awards. Any such deferral arrangement shall be evidenced by an Award Agreement in such form as the Administrator shall
from time to time establish, and no such deferral arrangement shall be a valid and binding obligation unless evidenced by a fully executed Award Agreement, the form of which the Administrator has approved, including through the Administrator’s
establishing a written program (the “Program”) under this Plan to govern the form of Award Agreements participating in such Program. Any such Award Agreement or Program shall specify the treatment of dividends or dividend equivalent
rights (if any) that apply to Awards governed thereby, and shall further provide that any elections governing payment of 

  

 23 








 
amounts pursuant to such Program shall be in writing, shall be delivered to the Company or its agent in a form and manner that complies with Code
Section 409A and the Guidance, and shall specify the amount to be distributed in settlement of the deferral arrangement, as well as the time and form of such distribution in a manner that complies with Code Section 409A and the Guidance.

  

	15.	Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

 (a)    Changes in Capitalization.    Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding
Award, the number of shares of Common Stock which have been authorized for issuance under the Plan, but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation, forfeiture or expiration of an Award, the
price per Share subject to each such outstanding Award and each of the share limits set forth in Section 3(a) and 3(b), shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from
a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, payment of a dividend or distribution in a form other than stock (excepting normal cash dividends) that has a material effect on the Fair Market
Value of the shares of Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Award. 
 (b)    Dissolution or Liquidation.    In the event of
the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised or the Shares
subject thereto issued to the Awardee and unless otherwise determined by the Administrator, an Award will terminate immediately prior to the consummation of such proposed transaction. 
 (c)    Change in Control.    In the event there is a Change in Control of the Company, as determined by
the Board or a Committee, the Board or Committee may, in its discretion, (i) provide for the assumption or substitution of, or adjustment (including to the number and type of Shares and exercise or purchase price applicable) to, each
outstanding Award; (ii) accelerate the vesting of Options and terminate any restrictions on Stock Awards and/or (iii) provide for termination of Awards as a result of the Change in Control on such terms and conditions as it deems
appropriate, including providing for the cancellation of Awards for a cash or other payment to the Participant. 
 For purposes of this
Section 15(c), an Award shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Change in 

  

 24 








 
Control, as the case may be, each holder of an Award would be entitled to receive upon exercise of the Award the same number and kind of shares of stock or
the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares covered by
the Award at such time (after giving effect to any adjustments in the number of Shares covered by the Award as provided for in Section 15(a)); provided that if such consideration received in the transaction is not solely common stock of the
successor corporation, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the Award to be solely common stock of the successor corporation equal to the Fair Market
Value of the per Share consideration received by holders of Common Stock in the transaction. The treatment of Cash Awards in a transaction governed by this Section 15(c) shall be governed by the applicable Award Agreement. 
  

	16.	Amendment and Termination of the Plan.

 (a)    Amendment and Termination.    The Administrator may amend, alter or discontinue the Plan or any Award Agreement, but any such amendment shall be subject to approval of the stockholders
of the Company in the manner and to the extent required by Applicable Law. To the extent required to comply with Section 162(m), the Company shall seek re-approval of the Plan from time to time by the stockholders. In addition, without limiting
the foregoing, unless approved by the stockholders of the Company, no such amendment shall be made that would: 
 i.        materially increase the maximum number of Shares for which Awards may be granted under the Plan, other than an increase pursuant to Section 15 of the Plan; or 
 ii.       change the class of persons eligible to receive Awards under the Plan. 
 (b)    Effect of Amendment or Termination.    No amendment, suspension or termination of the Plan shall
impair the rights of any Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company; provided further that the Administrator may amend an
outstanding Award in order to conform it to the Administrator’s intent (in its sole discretion) that such Award not be subject to Code Section 409A(a)(1)(B). Termination of the Plan shall not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 
 (c)    Effect of the Plan on Other Arrangements.    Neither the adoption of the Plan by the Board or a Committee nor the submission of the Plan to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board or any Committee to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of restricted stock or stock options
otherwise than under the Plan, and such arrangements may be either generally 

  

 25 








 
applicable or applicable only in specific cases. The value of Awards granted pursuant to the Plan will not be included as compensation, earnings, salaries or
other similar terms used when calculating an Awardee’s benefits under any employee benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides. 
  

	17.	Designation of Beneficiary.

 (a)    An Awardee may file a written designation of a beneficiary who is to receive the Awardee’s rights pursuant to Awardee’s Award or the Awardee may include his or her Awards in an omnibus beneficiary
designation for all benefits under the Plan. To the extent that Awardee has completed a designation of beneficiary while employed with the Company, such beneficiary designation shall remain in effect with respect to any Award hereunder until changed
by the Awardee to the extent enforceable under Applicable Law. 
 (b)    Such designation of beneficiary may be changed
by the Awardee at any time by written notice. In the event of the death of an Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee’s death, the Company shall allow the executor
or administrator of the estate of the Awardee to exercise the Award, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or more dependents or
relatives of the Awardee to exercise the Award to the extent permissible under Applicable Law or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 
  

	18.	No Right to Awards or to Employment.

 No person
shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right to continue in the employ of the Company or its Affiliates. Further, the Company and its Affiliates expressly
reserve the right, at any time, to dismiss any Employee, Consultant or Awardee at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder. 
  

	19.	Legal Compliance.

 Shares shall not be issued
pursuant to the exercise of an Option or Stock Award unless the exercise of such Option or Stock Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance. 
  

	20.	Reservation of Shares.

 The Company, during the
term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
  

 26 









	21.	Notice.

 Any written notice to the Company required
by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be effective when received. 
  

	22.	Governing Law; Interpretation of Plan and Awards. 

 (a)    This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the state of Delaware. 
 (b)    In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or
Award shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. 
 (c)    The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect.

 (d)    The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and
their respective permitted heirs, beneficiaries, successors and assigns. 
 (e)    All questions arising under the Plan
or under any Award shall be decided by the Administrator in its total and absolute discretion. In the event the Participant believes that a decision by the Administrator with respect to such person was arbitrary or capricious, the Participant may
request arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Administrator’s decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted
of the Administrator’s decision, and the Awardee shall as a condition to the receipt of an Award be deemed to explicitly waive any right to judicial review. 
 (f)    Notice of demand for arbitration shall be made in writing to the Administrator within thirty (30) days after the applicable decision by the Administrator. The arbitrator shall be
selected from amongst those members of the Board who are neither Administrators nor Employees. If there are no such members of the Board, the arbitrator shall be selected by the Board. The arbitrator shall be an individual who is an attorney
licensed to practice law in the State of Delaware. Such arbitrator shall be neutral within the meaning of the Commercial Rules of Dispute Resolution of the American Arbitration Association; provided, however, that the arbitration shall not be
administered by the American Arbitration Association. Any challenge to the neutrality of the arbitrator shall be resolved by the arbitrator whose decision shall be final and conclusive. The arbitration shall be administered and conducted by the
arbitrator pursuant to the Commercial Rules of Dispute Resolution of the American Arbitration Association. The decision of the arbitrator on the issue(s) presented for arbitration shall be final and conclusive and may be enforced in any court of
competent jurisdiction. 
  

 27 









	23.	Limitation on Liability.

 The Company and any
Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee, an Awardee or any other persons as to: 
 (a)    The Non-Issuance of Shares.    The non-issuance or sale of Shares (including under Section 19 above) as to which the Company has been unable, or the
Arbitration deems it infeasible, to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder; and 
 (b)    Tax Consequences.    Any tax consequence realized by any Participant, Employee, Awardee or other
person due to the receipt, vesting, exercise or settlement of any Option or other Award granted hereunder or due to the transfer of any Shares issued hereunder. The Participant is responsible for, and by accepting an Award under the Plan agrees to
bear, all taxes of any nature that are legally imposed upon the Participant in connection with an Award, and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with such tax liability
legally imposed on the Participant. In particular, Awards issued under the Plan may be characterized by the Internal Revenue Service (the “IRS”) as “deferred compensation” under the Code resulting in additional taxes,
including in some cases interest and penalties. In the event the IRS determines that an Award constitutes deferred compensation under the Code or challenges any good faith characterization made by the Company or any other party of the tax treatment
applicable to an Award, the Participant will be responsible for the additional taxes, and interest and penalties, if any, that are determined to apply if such challenge succeeds, and the Company will not reimburse the Participant for the amount of
any additional taxes, penalties or interest that result. 
 (c)    Forfeiture.    The
requirement that Participant forfeit an Award, or the benefits received or to be received under an Award, pursuant to any Applicable Law. 
  

	24.	Indemnification. 

 In addition to such other rights
of indemnification as they may have as members of the Board or officers or employees of the Company or an Affiliate, members of the Board and any officers or employees of the Company or an Affiliate to whom authority to act for the Board or the
Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in any such
action, suit or proceeding that 

  

 28 








 
such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the
institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
  

	25.	Unfunded Plan.

 Insofar as it provides for Awards,
the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who are granted Stock Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required
to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Company nor the Administrator be deemed to be a trustee of stock or cash to be awarded under
the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge
or other encumbrance on any property of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance of any obligation which may be created by this Plan. 
  

 29 








 EMPHASYS MEDICAL, INC. 
 2007 EQUITY INCENTIVE PLAN 
 NOTICE OF STOCK OPTION GRANT 
 Address: 
 
                                        
         
 
                                        
         
 You have been granted an option to purchase Common Stock of Stock of Emphasys Medical,
Inc. (the “Company”) under the terms of the Company’s 2007 Equity Incentive Plan (the “Plan”) as follows: 
  

			
	 Date of Grant:
	  	
		
	 Exercise Price per Share:
	  	$
		
	 Total Number of Shares Granted:
	  	
		
	 Total Exercise Price:
	  	$
		
	 Type of Option:
	  	             Incentive Stock Option
		
		  	             Nonstatutory Stock Option
		
	 Expiration Date:
	  	
		
	 Vesting Commencement Date:
	  	
		
	 Vesting/Exercise Schedule:
	  	So long as your Continuous Service with the Company continues, the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule:
         of the Shares subject to the Option shall vest and become exercisable on the first anniversary of the Vesting Commencement Date and          of
the total number of Shares subject to the Option shall vest and become exercisable on each month thereafter.









			
	 Termination Period:
	  	This Option may be exercised for 90 days after termination of your Continuous Service with the Company except as set forth in Section 5 of the Stock Option Agreement (but in no event
later than the Expiration Date). You are responsible for keeping track of these exercise periods following termination for any reason of your service relationship with the Company. The Company will not provide further notice of such
periods.
		
	 Transferability:
	  	This Option may not be transferred.

 By your signature and the signature of the Company’s representative below, you and the
Company agree that this option is granted under and governed by the terms and conditions of the Emphasys Medical, Inc. 2007 Equity Incentive Plan and the Stock Option Agreement, both of which are attached and made a part of this document.

 In addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services to
the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to
continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without
cause. 
  

							
		 		 	 EMPHASYS MEDICAL, INC.

				
	  
	 		 	By:	 	  



							
		 		 	Name:	 	  



							
		 		 	Title:	 	  


  

 -2- 








 EMPHASYS MEDICAL, INC. 
 2007 EQUITY INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
 1.        Grant of Option.  Emphasys Medical, Inc., a Delaware corporation (the
“Company”), hereby grants to                      (“Optionee”), an option (the “Option”) to
purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise
Price”) subject to the terms, definitions and provisions of the Emphasys Medical, Inc. 2007 Equity Incentive Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless
otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan. This Stock Option Agreement shall be deemed executed by the Company and Optionee upon execution by such parties of the Notice.

 2.        Designation of Option.  This Option is intended to be an
Incentive Stock Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent the Option does not qualify as an Incentive Stock Option, it is intended to
be a Nonstatutory Stock Option. 
 Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares
subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair
market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with
Section 5(c) of the Plan. 
 3.        Exercise of Option.  This Option
shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows: 
 (a)        Right to Exercise. 
 (i)        This Option may not be exercised for a fraction of a share. 
 (ii)        In the event of Optionee’s death, disability or other termination of employment, the
exercisability of the Option is governed by Section 5 below, subject to the limitations contained in this Section 3. 
 (iii)        In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice. 







 (b)         Method of Exercise. 
 (i)         This Option shall be exercisable by execution and delivery of the Exercise Notice attached
hereto as Exhibit A or any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and
such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be
delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. 
 (ii)        As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax
withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise. 
 (iii)       The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon
exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has
been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law
or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any
representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect
to such Shares. 
 4.        Method of Payment.  Payment of the Exercise
Price shall be by any of the following, or a combination of the following, at the election of Optionee: 
 (a)        cash or check; or 
 (b)        following the date, if any, upon which the Common Stock is a Listed Security, delivery of a properly executed exercise notice together with irrevocable instructions to a broker approved by
the Company to deliver promptly to the Company the amount of sale or loan proceeds required to pay the exercise price. 
 5.        Termination of Continuous Service.  Following the date of Termination of Continuous Service of Optionee for any reason (the “Termination Date”),
Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this 

  

 -2- 








 
Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no
event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice. 
 (a)        Termination.  In the event of Termination of Continuous Service of Optionee other than as a result of Optionee’s disability or death, Optionee may, to the
extent otherwise so entitled at the Termination Date of such termination, exercise this Option during the Termination Period set forth in the Notice. 
 (b)        Other Terminations.  In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise the
Option only as described below: 
 (i)        Termination upon Disability of
Optionee.  In the event of Termination of Continuous Service of Optionee as a result of Optionee’s disability, Optionee may, but only within twelve months from the Termination Date, exercise this Option to the extent Optionee
was entitled to exercise it as of such Termination Date. 
 (ii)        Death of
Optionee.  In the event of the death of Optionee (a) during the term of this Option and while an Employee or Consultant of the Company and having been in Continuous Service since the date of grant of the Option, or
(b) within thirty (30) days after Optionee’s Termination Date, the Option may be exercised at any time within twelve months following the date of death by Optionee’s estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent Optionee was entitled to exercise the Option as of the Termination Date. 
 6.        Non-Transferability of Option.  Except as otherwise set forth in the Notice, this Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee. 
 7.        Tax Consequences.  Below is a brief summary as of the date of this Option of
certain of the federal tax consequences of exercise of this Option and disposition of the Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 
 (a)        Incentive Stock Option. 
 (i)        Tax Treatment upon Exercise and Sale of Shares.  If this Option qualifies as an Incentive Stock Option, there will be no regular federal income tax liability upon
the exercise of the Option, although the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject
Optionee to the alternative minimum tax in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one year after exercise and are disposed of at least two years after the Option grant date, any gain
realized on disposition of the Shares will also be treated as long-term capital gain for 

  

 -3- 








 
federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are disposed of within such one-year period or within two years
after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the fair market value
of the Shares on the date of exercise, or (ii) the sale price of the Shares. 
 (ii)        Notice of Disqualifying Dispositions.  With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or otherwise disposes of such
Shares on or before the later of (i) the date two years after the Option grant date, or (ii) the date one year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee acknowledges
and agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee. 
 (b)        Nonstatutory Stock Option.  If this Option does not qualify as an Incentive
Stock Option, there may be a regular federal (and state) income tax liability upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the
fair market value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the time of exercise. If Shares issued upon exercise of a Nonstatutory Stock Option are held for at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes. 
 8.        Effect of
Agreement.  Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby
accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any
questions relating to the Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan,
constitutes the entire agreement between Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter. 
  

 -4- 








 EXHIBIT A 
 EMPHASYS MEDICAL, INC. 
 2007 EQUITY INCENTIVE PLAN 
 EXERCISE NOTICE 
  

									
	To:	    	Emphasys Medical, Inc.
	Attn:	    	Stock Option Administrator
	Subject:	    	Notice of Intention to Exercise Stock Option
	
	 This is official notice that the undersigned (“Optionee”) intends to exercise Optionee’s option to purchase
                     shares of Emphasys Medical Common Stock, under and pursuant to the Company’s 2007 Equity Incentive Plan and the
Stock Option Agreement dated                     , as follows:

				
		    	Grant Number:	    	  
	    	
				
		    	Date of Purchase:	    	  
	    	
				
		    	Number of Shares:	    	  
	    	
				
		    	Purchase Price:	    	  
	    	
				
		    	 Method of Payment
 of Purchase Price:

	    	  
	    	


									
			
	 Social Security No.:
	  	  
	    	
	
	 The shares should be issued as follows:



											
					
		    	Name:	    	  
	    		    	
					
		    	Address:	    	  
	    		    	
					
		    		    	  
	    		    	
					
		    		    	  
	    		    	
					
		    	Signed:	    	  
	    		    	
					
		    	Date: