<PAGE>

Exhibit 10.2

                          NOTICE OF STOCK OPTION AWARD

                                 PURSUANT TO THE

              MENERVA TECHNOLOGIES, INC. 2000 STOCK INCENTIVE PLAN

     Grantee's Name and Address:
                                      ------------------------------------------

                                      ------------------------------------------

                                      ------------------------------------------

     You have been granted an option to purchase shares of Common Stock, subject
to the terms and conditions of this Notice of Stock Option Award (the "Notice"),
the Menerva Technologies, Inc. 2000 Stock Incentive Plan, as amended from time
to time (the "Plan") and the Stock Option Award Agreement (the "Option
Agreement") attached hereto, as follows. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Notice.
<TABLE>
<CAPTION>
   <S>                                                    <C>

     Award Number
                                      ------------------------------------------
     Date of Award
                                      ------------------------------------------
     Vesting Commencement Date
                                      ------------------------------------------
     Exercise Price per Share         $
                                       -----------------------------------------

     Total Number of Shares Subject
     to the Option (the "Shares")     ------------------------------------------

     Total Exercise Price             $
                                       -----------------------------------------

     Type of Option:                  -----    Incentive Stock Option

                                      -----    Non-Qualified Stock Option

     Expiration Date:                 ------------------------------------------

     Post-Termination Exercise Period: Three (3) Months
</TABLE>

Vesting Schedule:
----------------

     Subject to Grantee's Continuous Service and other limitations set forth in
this Notice, the Plan and the Option Agreement, the Option may be exercised, in
whole or in part, in accordance with the following schedule:

     12.5% of the Shares subject to the Option shall vest six months after the
Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall
vest on each monthly anniversary of the Vesting Commencement Date thereafter.

<PAGE>

     During any authorized leave of absence, the vesting of the Option as
provided in this schedule shall cease after the leave of absence exceeds a
period of ninety (90) days. Vesting of the Option shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity.

     In the event of termination of the Grantee's Continuous Service for Cause,
the Grantee's right to exercise the Option shall terminate concurrently with the
termination of the Grantee's Continuous Service, except as otherwise determined
by the Administrator.

     In the event of the Grantee's change in status from Employee to Consultant
or from an Employee whose customary employment is 20 hours or more per week to
an Employee whose customary employment is fewer than 20 hours per week, vesting
of the Option shall continue only to the extent determined by the Administrator
as of such change in status consistent with any minimum vesting requirements set
forth in the Plan.

     IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Option is to be governed by the terms and conditions of this
Notice, the Plan, and the Option Agreement.

                                 Menerva Technologies, Inc.
                                 a Delaware corporation

                                 By:
                                    --------------------------------------------

                                 Title:
                                       -----------------------------------------

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS
NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY
RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE'S CONTINUOUS
SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE RIGHT
OF THE GRANTEE'S EMPLOYER TO TERMINATE GRANTEE'S CONTINUOUS SERVICE, WITH OR
WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS
THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY,
GRANTEE'S STATUS IS AT WILL.

     The Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed this Notice, the
Plan, and the Option Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice, the Plan and the Option Agreement.
The Grantee hereby agrees that all disputes arising out of or relating to this

<PAGE>

     Notice, the Plan and the Option Agreement shall be resolved in accordance
with Section 19 of the Option Agreement. The Grantee further agrees to notify
the Company upon any change in the residence address indicated in this Notice.

Dated:                            Signed:
      -----------------------            ---------------------------------------
                                                         Grantee

                                         Award Number:
                                                      --------------------------

              MENERVA TECHNOLOGIES, INC. 2000 STOCK INCENTIVE PLAN

                          STOCK OPTION AWARD AGREEMENT
                          ----------------------------

                               Grant of Option. Menerva Technologies, Inc., a
                               ---------------
                      Delaware corporation (the "Company"), hereby grants to the
                      Grantee (the "Grantee") named in the Notice of Stock
                      Option Award (the "Notice"), an option (the "Option") to
                      purchase the Total Number of Shares of Common Stock
                      subject to the Option (the "Shares") set forth in the
                      Notice, at the Exercise Price per Share set forth in the
                      Notice (the "Exercise Price") subject to the terms and
                      provisions of the Notice, this Stock Option Award
                      Agreement (the "Option Agreement") and the Company's 2000
                      Stock Incentive Plan, as amended from time to time (the
                      "Plan"), which are incorporated herein by reference.
                      Unless otherwise defined herein, the terms defined in the
                      Plan shall have the same defined meanings in this Option
                      Agreement.

     If designated in the Notice as an Incentive Stock Option, the Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of
the Code. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive
Stock Options which become exercisable for the first time by the Grantee during
any calendar year (under all plans of the Company or any Parent or Subsidiary)
exceeds $100,000, such excess Options, to the extent of the Shares covered
thereby in excess of the foregoing limitation, shall be treated as Non-Qualified
Stock Options. For this purpose, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of
the Shares shall be determined as of the date the Option with respect to such
Shares is awarded.

                               Exercise of Option.
                               ------------------

     Right to Exercise. The Option shall be exercisable during its term in
     -----------------
accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan and this Option Agreement. The Option shall be
subject to the provisions of Section 11(b) of the Plan relating to the
exercisability or termination of the Option in the event of a Corporate
Transaction. No partial exercise of the Option may be

<PAGE>

for less than the lesser of five percent (5%) of the total number of Shares
subject to the Option or the remaining number of Shares subject to the Option.
In no event shall the Company issue fractional Shares.

          (a) Method of Exercise. The Option shall be exercisable only by
              ------------------
     delivery of an Exercise Notice (attached as Exhibit A) which shall state
     the election to exercise the Option, the whole number of Shares in respect
     of which the Option is being exercised, and such other provisions as may be
     required by the Administrator. The Exercise Notice shall be signed by the
     Grantee and shall be delivered in person, by certified mail, or by such
     other method as determined from time to time by the Administrator to the
     Company accompanied by payment of the Exercise Price. The Option shall be
     deemed to be exercised upon receipt by the Company of such written notice
     accompanied by the Exercise Price, which, to the extent selected, shall be
     deemed to be satisfied by use of the broker-dealer sale and remittance
     procedure to pay the Exercise Price provided in Section 4(d), below.

          (b) Taxes. No Shares will be delivered to the Grantee or other person
              -----
     pursuant to the exercise of the Option until the Grantee or other person
     has made arrangements acceptable to the Administrator for the satisfaction
     of applicable income tax, employment tax, and social security tax
     withholding obligations, including, without limitation, obligations
     incident to the receipt of Shares or the disqualifying disposition of
     Shares received on exercise of an Incentive Stock Option. Upon exercise of
     the Option, the Company or the Grantee's employer may offset or withhold
     (from any amount owed by the Company or the Grantee's employer to the
     Grantee) or collect from the Grantee or other person an amount sufficient
     to satisfy such tax obligations and/or the employer's withholding
     obligations.

2.   Grantee's Representations. The Grantee understands that neither the Option
     -------------------------
     nor the Shares exercisable pursuant to the Option have been registered
     under the Securities Act of 1933, as amended or any United States
     securities laws. In the event the Shares purchasable pursuant to the
     exercise of the Option have not been registered under the Securities Act of
     1933, as amended, at the time the Option is exercised, the Grantee shall,
     if requested by the Company, concurrently with the exercise of all or any
     portion of the Option, deliver to the Company his or her Investment
     Representation Statement in the form attached hereto as Exhibit B.


3.   Method of Payment. Payment of the Exercise Price shall be made by any of
     -----------------
     the following, or a combination thereof, at the election of the Grantee;
     provided, however, that such exercise method does not then violate any
     Applicable Law and, provided further, that the portion of the Exercise
     Price equal to the par value of the Shares must be paid in cash or other
     legal consideration permitted by the Delaware General Corporation Law:

          (a) cash;

          (b) check;

<PAGE>

          (c) if the exercise occurs on or after the Registration Date,
     surrender of Shares or delivery of a properly executed form of attestation
     of ownership of Shares as the Administrator may require (including
     withholding of Shares otherwise deliverable upon exercise of the Option)
     which have a Fair Market Value on the date of surrender or attestation
     equal to the aggregate Exercise Price of the Shares as to which the Option
     is being exercised (but only to the extent that such exercise of the Option
     would not result in an accounting compensation charge with respect to the
     Shares used to pay the exercise price); or

          (d) if the exercise occurs on or after the Registration Date, payment
     through a broker-dealer sale and remittance procedure pursuant to which the
     Grantee (i) shall provide written instructions to a Company designated
     brokerage firm to effect the immediate sale of some or all of the purchased
     Shares and remit to the Company, out of the sale proceeds available on the
     settlement date, sufficient funds to cover the aggregate exercise price
     payable for the purchased Shares and (ii) shall provide written directives
     to the Company to deliver the certificates for the purchased Shares
     directly to such brokerage firm in order to complete the sale transaction;
     or

          (e) subject to the Administrator's sole discretionary approval,
     payment pursuant to a promissory note as described below.

               (i) The promissory note shall have a term of four (4) years with
          principal and interest payable in four (4) equal annual installments;

               (ii) The promissory note shall bear interest at the minimum rate
          required by the federal tax laws to avoid the imputation of interest
          income to the Company and compensation income to the Grantee;

               (iii) The Grantee shall be personally liable for payment of the
          promissory note and the promissory note shall be secured by the Shares
          purchased upon delivery of the promissory note, or such other
          collateral of equal or greater value, in a manner satisfactory to the
          Administrator with such documentation as the Administrator may
          request; and

               (iv) The promissory note shall become due and payable upon the
          occurrence of any or all of the following events: (A) the sale or
          transfer of the Shares purchased with the promissory note; (B)
          termination of the Grantee's Continuous Service for any reason other
          than death or Disability; or (C) the first anniversary of the
          termination of the Grantee's Continuous Service due to death or
          Disability.

4.   Restrictions on Exercise. The Option may not be exercised if the issuance
     ------------------------
     of the Shares subject to the Option upon such exercise would constitute a
     violation of any Applicable

<PAGE>

     Laws. In addition, the Option may be exercised prior to the time that the
     Plan has been approved by the shareholders of the Company; provided,
     however, that all Shares issued upon any such exercise shall be rescinded
     if shareholder approval is not obtained within the time prescribed, and
     Shares issued on any such exercise shall not be counted in determining
     whether shareholder approval is obtained.

5.   Termination or Change of Continuous Service. In the event the Grantee's
     -------------------------------------------
     Continuous Service terminates, other than for Cause, the Grantee may, to
     the extent otherwise so entitled at the date of such termination (the
     "Termination Date"), exercise the Option during the Post-Termination
     Exercise Period. In the event of termination of the Grantee's Continuous
     Service for Cause, the Grantee's right to exercise the Option shall, except
     as otherwise determined by the Administrator, terminate concurrently with
     the termination of the Grantee's Continuous Service. In no event shall the
     Option be exercised later than the Expiration Date set forth in the Notice.
     In the event of the Grantee's change in status from Employee, Director or
     Consultant to any other status of Employee, Director or Consultant, the
     Option shall remain in effect and, except to the extent otherwise
     determined by the Administrator, continue to vest; provided, however, with
     respect to any Incentive Stock Option that shall remain in effect after a
     change in status from Employee to Director or Consultant, such Incentive
     Stock Option shall cease to be treated as an Incentive Stock Option and
     shall be treated as a Non-Qualified Stock Option on the day three (3)
     months and one (1) day following such change in status. Except as provided
     in Sections 7 and 8 below, to the extent that the Grantee is not entitled
     to exercise the Option on the Termination Date, or if the Grantee does not
     exercise the Option within the Post-Termination Exercise Period, the Option
     shall terminate.

          Disability of Grantee. In the event the Grantee's Continuous Service
          ---------------------
     terminates as a result of his or her Disability, the Grantee may, but only
     within twelve (12) months from the Termination Date (and in no event later
     than the Expiration Date), exercise the Option to the extent he or she was
     otherwise entitled to exercise it on the Termination Date; provided,
     however, that if such Disability is not a "disability" as such term is
     defined in Section 22(e)(3) of the Code and the Option is an Incentive
     Stock Option, such Incentive Stock Option shall cease to be treated as an
     Incentive Stock Option and shall be treated as a Non-Qualified Stock Option
     on the day three (3) months and one (1) day following the Termination Date.
     To the extent that the Grantee is not entitled to exercise the Option on
     the Termination Date, or if the Grantee does not exercise the Option to the
     extent so entitled within the time specified herein, the Option shall
     terminate.

6.   Death of Grantee. In the event of the termination of the Grantee's
     ----------------
     Continuous Service as a result of his or her death, or in the event of the
     Grantee's death during the Post-Termination Exercise Period or during the
     twelve (12) month period following the Grantee's termination of Continuous
     Service as a result of his or her Disability, the Grantee's estate, or a
     person who acquired the right to exercise the Option by bequest or
     inheritance, may exercise the Option, but only to the extent the Grantee
     could exercise the Option at the date of termination, within twelve (12)
     months from the date of death (but in no event later than the Expiration
     Date). To the extent that the Grantee is not entitled to exercise the
     Option on the date of death, or if the Option is not exercised to the
     extent so entitled within the time specified herein, the Option shall
     terminate.

7.   Transferability of Option. The Option, if an Incentive Stock Option, may
     -------------------------
     not be transferred in any manner other than by will or by the laws of
     descent and distribution

<PAGE>

     and may be exercised during the lifetime of the Grantee only by the
     Grantee. To the extent and in the manner authorized by the Administrator,
     the Option, if a Non-Qualified Stock Option, may be transferred by will, by
     the laws of descent and distribution, by gift to members of the Grantee's
     Immediate Family (as defined in the Plan), and by instrument to an inter
     vivos or testamentary trust under which the Non-Qualified Stock Option is
     to be passed to beneficiaries upon the death of the Grantee as settlor of
     the trust. The terms of the Option shall be binding upon the executors,
     administrators, heirs and successors of the Grantee.

8.   Term of Option. The Option may be exercised no later than the Expiration
     --------------
     Date set forth in the Notice or such earlier date as otherwise provided
     herein.

9.   Company's Right of First Refusal. The Grantee acknowledges and agrees that
     --------------------------------
     the Shares are subject to a right of first refusal ("Right of First
     Refusal") as set forth in the Bylaws of the Company and that, except in
     compliance with such right of first refusal, neither the Grantee nor a
     transferee (either being sometimes referred to herein as the "Holder")
     shall sell, hypothecate, encumber or otherwise transfer any Shares or any
     right or interest therein.

10.  Company's Repurchase Right.
     --------------------------

          Grant of Repurchase Right. The Company is hereby granted the right
          -------------------------
     (the "Repurchase Right"), exercisable at any time (i) during the ninety
     (90) day period following the Termination Date, to repurchase all or any
     portion of the Shares as set forth below.

          Exercise of the Repurchase Right. The Repurchase Right shall be
          --------------------------------
     exercisable by written notice delivered to each Holder of the Shares prior
     to the expiration of the Share Repurchase Period. The notice shall indicate
     the number of Shares to be repurchased and the date on which the repurchase
     is to be effected, such date to be not later than the last day of the Share
     Repurchase Period. On the date on which the repurchase is to be effected,
     the Company and/or its assigns shall pay to the Holder of the Shares in
     cash or cash equivalents (including the cancellation of any purchase-money
     indebtedness) (i) if terminated for any reason, an amount equal to the
     Exercise Price per Share for unvested Shares and, (ii) if terminated for
     Cause, for all vested shares, an amount equal to the Fair Market Value of
     the vested Shares, on the date immediately prior to the day on which the
     repurchase is to be effected, which are to be repurchased from the Holder
     of the Shares. Upon such payment or deposit into escrow for the benefit of
     the Holder of the Shares, the Company and/or its assigns shall become the
     legal and beneficial owner of the Shares being repurchased and all rights
     and interest thereon or related thereto, and the Company shall have the
     right to transfer to its own name or its assigns the number of Shares being
     repurchased, without further action by the Holder of the Shares.

          (a) Assignment. Whenever the Company shall have the right to purchase
              ----------
     Shares under this Repurchase Right, the Company may designate and assign
     one or more employees, officers, directors or shareholders of the Company
     or other persons or organizations, to exercise all or a part of the
     Company's Repurchase Right.

<PAGE>

          (b) Termination of the Repurchase Right. The Repurchase Right shall
              -----------------------------------
     terminate with respect to any Shares for which it is not timely exercised.
     In addition, the Repurchase Right shall terminate and cease to be
     exercisable with respect to all Shares upon the Registration Date.

          (c) Additional Shares or Substituted Securities. In the event of any
              -------------------------------------------
     transaction described in Section 11 of the Plan, any new, substituted or
     additional securities or other property which is by reason of any such
     transaction distributed with respect to the Shares shall be immediately
     subject to the Repurchase Right, but only to the extent the Shares are at
     the time covered by such right. Appropriate adjustments to reflect the
     distribution of such securities or property shall be made to the price per
     share to be paid upon the exercise of the Repurchase Right in order to
     reflect the effect of any such transaction upon the Company's capital
     structure.

          (d) Corporate Transaction. Immediately prior to the consummation of a
              ---------------------
     Corporate Transaction, the Repurchase Right to the extent it has not been
     exercised shall automatically lapse in its entirety, except to the extent
     this Option Agreement is assumed by the successor corporation (or its
     Parent) in connection with such Corporate Transaction, in which case the
     Repurchase Right shall apply to the new capital stock or other property
     received in exchange for the Shares in consummation of the Corporate
     Transaction, but only to the extent the Shares are at the time covered by
     such right. Appropriate adjustments shall be made to the price per share
     payable upon exercise of the Repurchase Right to reflect the effect of the
     Corporate Transaction upon the Company's capital structure.

11.  Stop-Transfer Notices. In order to ensure compliance with the restrictions
     ---------------------
     on transfer set forth in this Option Agreement, the Notice or the Plan, the
     Company may issue appropriate "stop transfer" instructions to its transfer
     agent, if any, and, if the Company transfers its own securities, it may
     make appropriate notations to the same effect in its own records.

12.  Refusal to Transfer. The Company shall not be required (i) to transfer on
     -------------------
     its books any Shares that have been sold or otherwise transferred in
     violation of any of the provisions of this Option Agreement or (ii) to
     treat as owner of such Shares or to accord the right to vote or pay
     dividends to any purchaser or other transferee to whom such Shares shall
     have been so transferred.

13.  Tax Consequences. Set forth below is a brief summary as of the date of this
     ----------------
     Option Agreement of some of the federal tax consequences of exercise of the
     Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
     INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE
     GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR
     DISPOSING OF THE SHARES.

          (a) Exercise of Incentive Stock Option. If the 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 income for purposes of

<PAGE>

     the alternative minimum tax for federal tax purposes and may subject the
     Grantee to the alternative minimum tax in the year of exercise.

          (b) Exercise of Incentive Stock Option Following Disability. If the
              -------------------------------------------------------
     Grantee's Continuous Service terminates as a result of Disability that is
     not total and permanent disability as defined in Section 22(e)(3) of the
     Code, to the extent permitted on the date of termination, the Grantee must
     exercise an Incentive Stock Option within three (3) months of such
     termination for the Incentive Stock Option to be qualified as an Incentive
     Stock Option.

          (c) Exercise of Non-Qualified Stock Option. On exercise of a
              --------------------------------------
     Non-Qualified Stock Option, the Grantee 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 the Grantee is an Employee or a former
     Employee, the Company will be required to withhold from the Grantee's
     compensation or collect from the Grantee and pay to the applicable taxing
     authorities an amount in cash equal to a percentage of this compensation
     income at the time of exercise, and may refuse to honor the exercise and
     refuse to deliver Shares if such withholding amounts are not delivered at
     the time of exercise.

          (d) Disposition of Shares. In the case of a Non-Qualified Stock
              ---------------------
     Option, if Shares are held for more than one year, any gain realized on
     disposition of the Shares will be treated as long-term capital gain for
     federal income tax purposes and subject to tax at a maximum rate of 20%. In
     the case of an Incentive Stock Option, if Shares transferred pursuant to
     the Option are held for more than one year after receipt of the Shares and
     are disposed more than two years after the Date of Award, any gain realized
     on disposition of the Shares also will be treated as capital gain for
     federal income tax purposes and subject to the same tax rates and holding
     periods that apply to Shares acquired upon exercise of a Non-Qualified
     Stock Option. If Shares purchased under an Incentive Stock Option are
     disposed of prior to the expiration of such one-year or two-year periods,
     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.

14.  Lock-Up Agreement.
     -----------------

          (a) Agreement. The Grantee, if requested by the Company and the lead
              ---------
     underwriter of any public offering of the Common Stock or other securities
     of the Company (the "Lead Underwriter"), hereby irrevocably agrees not to
     sell, contract to sell, grant any option to purchase, transfer the economic
     risk of ownership in, make any short sale of, pledge or otherwise transfer
     or dispose of any interest in any Common Stock or any securities
     convertible into or exchangeable or exercisable for or any other rights to
     purchase or acquire Common Stock (except Common Stock included in such
     public offering or acquired on the public market after such offering)
     during the 180-day period following the effective date of a registration
     statement of the Company filed under the Securities Act of 1933, as
     amended, or such shorter period of time as the Lead

<PAGE>

     Underwriter shall specify. The Grantee further agrees to sign such
     documents as may be requested by the Lead Underwriter to effect the
     foregoing and agrees that the Company may impose stop-transfer instructions
     with respect to such Common Stock subject until the end of such period. The
     Company and the Grantee acknowledge that each Lead Underwriter of a public
     offering of the Company's stock, during the period of such offering and for
     the 180-day period thereafter, is an intended beneficiary of this Section
     16.

          (b) No Amendment Without Consent of Underwriter. During the period
              -------------------------------------------
     from identification as a Lead Underwriter in connection with any public
     offering of the Company's Common Stock until the earlier of (i) the
     expiration of the lock-up period specified in Section 16(a) in connection
     with such offering or (ii) the abandonment of such offering by the Company
     and the Lead Underwriter, the provisions of this Section 16 may not be
     amended or waived except with the consent of the Lead Underwriter.

15.  Entire Agreement: Governing Law. The Notice, the Plan and this Option
     -------------------------------
     Agreement constitute the entire agreement of the parties with respect to
     the subject matter hereof and supersede in their entirety all prior
     undertakings and agreements of the Company and the Grantee with respect to
     the subject matter hereof, and may not be modified adversely to the
     Grantee's interest except by means of a writing signed by the Company and
     the Grantee. Nothing in the Notice, the Plan and this Option Agreement
     (except as expressly provided therein) is intended to confer any rights or
     remedies on any persons other than the parties. The Notice, the Plan and
     this Option Agreement are to be construed in accordance with and governed
     by the internal laws of the State of California without giving effect to
     any choice of law rule that would cause the application of the laws of any
     jurisdiction other than the internal laws of the State of California to the
     rights and duties of the parties. Should any provision of the Notice, the
     Plan or this Option Agreement be determined by a court of law to be illegal
     or unenforceable, such provision shall be enforced to the fullest extent
     allowed by law and the other provisions shall nevertheless remain effective
     and shall remain enforceable.

16.  Headings. The captions used in the Notice and this Option Agreement are
     --------
     inserted for convenience and shall not be deemed a part of the Option for
     construction or interpretation.

17.  Dispute Resolution. The provisions of this Section 19 shall be the
     ------------------
     exclusive means of resolving disputes arising out of or relating to the
     Notice, the Plan and this Option Agreement. The Company, the Grantee, and
     the Grantee's assignees (the "parties") shall attempt in good faith to
     resolve any disputes arising out of or relating to the Notice, the Plan and
     this Option Agreement by negotiation between individuals who have authority
     to settle the controversy. Negotiations shall be commenced by either party
     by notice of a written statement of the party's position and the name and
     title of the individual who will represent the party. Within thirty
     (30)days of the written notification, the parties shall meet at a mutually
     acceptable time and place, and thereafter as often as they reasonably deem
     necessary, to resolve the dispute. If the dispute has not been resolved by
     negotiation, the parties agree that any suit, action, or proceeding arising
     out of or relating to the Notice, the Plan or this Option Agreement shall
     be brought in the United States District Court for the Northern District of
     California (or should such court lack jurisdiction to hear such action,
     suit or proceeding, in a California state court in the

<PAGE>

     County of San Mateo) and that the parties shall submit to the jurisdiction
     of such court. The parties irrevocably waive, to the fullest extent
     permitted by law, any objection the party may have to the laying of venue
     for any such suit, action or proceeding brought in such court. THE PARTIES
     ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY
     SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this
     Section 19 shall for any reason be held invalid or unenforceable, it is the
     specific intent of the parties that such provisions shall be modified to
     the minimum extent necessary to make it or its application valid and
     enforceable.

18.  Notices. Any notice required or permitted hereunder shall be given in
     -------
     writing and shall be deemed effectively given upon personal delivery or
     upon deposit in the United States mail by certified mail (if the parties
     are within the United States) or upon deposit for delivery by an
     internationally recognized express mail courier service (for international
     delivery of notice), with postage and fees prepaid, addressed to the other
     party at its address as shown beneath its signature in the Notice, or to
     such other address as such party may designate in writing from time to time
     to the other party.