**Exhibit 10.27**

**OPTION TERMS AND CONDITIONS**

**2004 Stock Incentive Plan**

**[Incentive][Non-Qualified] Stock Option**

Pursuant to the Company’s 2004 Stock Option Incentive Plan (the “2004 Plan”), the Board of Directors has voted in favor of granting to the Optionee an option to purchase Common Stock of the Company (the “Option”) inthe amount indicated on the attached notice. 

1. The Option is granted upon the following terms: 

1.1 Duration of Options. Subject to reductions in the Option period as hereinafter provided in the event of termination of employment ordeath of the Optionee, the Option shall continue in effect for a period of 10 years from the Grant Date. 

1.2 Time ofExercise. Except as provided in paragraphs 1.5 and 1.6 and the Plan (including Section 17 thereof), the Option may be exercised from time to time in the following amounts: **[Insert vesting schedule]**. 

1.3 Limitations on Rights to Exercise. Except as provided in paragraphs 1.5 and 1.6, the Option may not be exercised unless at thetime of such exercise the Optionee is employed by the Company or any parent or subsidiary of the Company and shall have been so employed continuously since the date such option was granted. 

1.4 Nonassignability. The Option is nonassignable and nontransferable by the Optionee except by will or by the laws of descent anddistribution of the state or country of the Optionee’s domicile at the time of death, and is exercisable during the Optionee’s lifetime only by the Optionee. 

1.5 Termination of Employment. 

(a) Unless otherwise determined by the Board of Directors, if an Optionee’s employment or service with the Company terminates for any reason other than in the circumstances specified in subsection (b) or(c) below or Section 1.6, his or her option may be exercised at any time before the expiration date of the option or the expiration of three months after the date of termination, whichever is the shorter period, but only if and to theextent the Optionee was entitled to exercise the option at the date of termination. 

(b) Unless otherwise determined by theBoard of Directors, if an Optionee’s employment or service with the Company terminates because of total disability, his or her option may be exercised at any time before the expiration date of the option or before the date 12 months after thedate of termination, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the option at the date of termination. The term “total disability” means a medically determinable mental orphysical impairment that is expected to result in death or has lasted or is expected to last for a continuous period of 12 months or more and that, in the opinion of the Company and two independent physicians, causes the Optionee to be unable toperform his or her duties as an employee, director, officer or consultant of the Company and unable to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred on the first day after the two independentphysicians have furnished their written opinion of total disability to the Company and the Company has reached an opinion of total disability. 

(c) Unless otherwise determined by the Board of Directors, if an Optionee dies while employed by or providing service to the Company, his or her option may be exercised at any time before the expiration date of theoption or before the date 12 months after the date of death, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the option at the date of death and only by the person or persons to whom theOptionee’s rights under the option shall pass by the Optionee’s will or by the laws of descent and distribution of the state or country of domicile at the time of death. 

(d) To the extent the Option held by any deceased Optionee or by the Optionee whose employment is terminated shall not have been exercisedwithin the limited periods provided above, all further rights to purchase shares pursuant to the Option shall cease and terminate at the expiration of such periods. 

(e) Absence on leave approved by the Company or on account of illness or disability shall not be deemed a termination or interruption ofemployment or service. Unless otherwise determined by the Board of Directors, vesting of options shall continue during a medical, family, military or other leave of absence, whether paid or unpaid. 

1.6 Change in Control. 

(a) If as a result of a Change in Control, the Company’s Common Stock ceases to be listed for trading on a national securitiesexchange (an “Exchange”), any options subject to this award that are unvested on the date of the Change in Control shall continue to vest according to the terms and conditions of this award; provided that such award is replaced with anaward for voting securities of the resulting corporation or the acquiring corporation, as the case may be (including without limitation, the voting securities of any corporation which as a result of the Change in Control owns the Company or all orsubstantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Surviving Company”) which are traded on an Exchange (a “Replacement Award”), which Replacement Award shall consist ofoptions with the number of options and exercise price determined in a manner consistent with Section 424(a) of the Internal Revenue Code of 1986, as amended, with vesting and any other terms continuing in the same manner as this award;provided, however, that in the event of a termination by the Company without Cause or by the Optionee for Good Reason during the vesting period of any Replacement Award, the Replacement Award shall immediately vest; and provided further that uponthe vesting date of all or a portion of a Replacement Award, the Optionee shall be entitled to receive a lump sum cash payment, paid as soon as practicable, equal to the decrease, if any, in the value of a share of the Surviving Company’s stockfrom the date of the Change in Control (as increased on a calendar quarterly basis using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest inlength to the time period between the date of the Change in Control and the date of vesting of the Replacement Award) to the time of vesting multiplied by the total number of shares vesting on such date. If any options that are unvested at the timeof the Change in Control are not replaced with Replacement Awards, such options shall immediately vest. 

(b) If as a resultof a Change in Control, the Company’s Common Stock continues to be listed for trading on an Exchange, any options that are unvested on the date of the Change of Control shall continue to vest according to the terms and conditions of this award;provided however, that, in the event of a termination by the Company without Cause or by the Optionee for Good Reason during the vesting period of this award such award shall immediately vest; and provided further that upon the vesting date of allor portion of this award, the Optionee shall be entitled to receive a lump sum cash payment, paid as soon as practicable, equal to the decrease, if any, in the value of a share of the Company’s stock from the date of the Change in Control (asincreased on a calendar quarterly basis using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest in length to the time period between the date ofthe Change in Control and the date of the vesting) to the time of vesting, multiplied by the total number of shares vesting on such date. 

(c) For purposes of this Agreement, a “Change in Control” of the Company shall mean the occurrence of any of the following events: 

(A) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders ofoutstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of theoutstanding Voting Securities of the surviving or continuing corporation immediately after the Merger, disregarding any Voting Securities issued or retained by such holders in respect of securities of any other party to the Merger; 

(B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all,the assets of the Company; 

(C) the adoption of any plan or proposal for the liquidation or dissolution of the Company;

(D) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted theBoard of Directors (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof, unless each new director elected during such two-year period was nominated or elected by two-thirds of the Incumbent Directorsthen in office and voting (with new directors nominated or elected by two-thirds of the Incumbent Directors also being deemed to be Incumbent Directors); or 

(E) any Person (as hereinafter defined) shall, as a result of a tender or exchange offer, open market purchases, or privately negotiatedpurchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing fifty percent (50%) or moreof the combined voting power of the then outstanding Voting Securities. 

 

2 

Notwithstanding anything in the foregoing to the contrary, unless otherwise determined by the Board of Directors, noChange in Control shall be deemed to have occurred for purposes of this Agreement if (1) the Optionee acquires (other than on the same basis as all other holders of the Company Common Stock) an equity interest in an entity that acquires theCompany in a Change in Control otherwise described under subparagraph (A) or (B) above, or (2) the Optionee is part of group that constitutes a Person which becomes a beneficial owner of Voting Securities in a transaction thatotherwise would have resulted in a Change in Control under subparagraph (E) above. 

(d) For purposes of this Agreement,the term “Person” shall mean and include any individual, corporation, partnership, group, association or other “person”, as such term is used in Section 14 (d) of the Securities Exchange Act of 1934 (the “ExchangeAct”), other than the Company, a wholly owned subsidiary of the Company or any employee benefit plan(s) sponsored by the Company. 

(e) Retirement. Termination by the Optionee or by the Company of the Optionee’s employment based on “Retirement” shall mean termination on or after the Optionee’s 65th birthday. 

(f) Cause. Termination by the Company of Optionee’s employment for “Cause” shall mean termination upon (A) the willfuland continued failure by the Optionee to perform substantially the Optionee’s reasonably assigned duties with the Company consistent with those duties assigned to the Optionee prior to the Change in Control (other than any such failureresulting from the Optionee’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Optionee by the Chairman of the Board of Directors or Chief Executive Officer of the Company orthe Surviving Company or, if Optionee is not an officer, or an officer or manager with responsibility for Optionee’s department, which specifically identifies the manner in which such executive believes that the Optionee has not substantiallyperformed the Optionee’s duties, (B) the conviction of guilty or entering of a nolo contendere plea to a felony which is materially and demonstrably injurious to the Company or the Surviving Company or (C) the commission of an act byOptionee, or the failure of Optionee to act, which constitutes gross negligence or gross misconduct. For purposes of this paragraph (f), no act, or failure to act, on the Optionee’s part shall be considered “willful” unless done, oromitted to be done, by the Optionee in knowing bad faith. Any act, or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company or the SurvivingCompany shall be conclusively presumed to be done, or omitted to be done, by the Optionee in good faith. 

(g) Good Reason.Termination by the Optionee of his or her employment for “Good Reason” shall mean termination based on the following, after notice to the Company or the Surviving Company of the condition within one year of the occurrence of the conditionand the failure of the Company or the Surviving Company to remedy the condition within 30 days after notice: 

(A) amaterial diminution of Optionee’s status, title, position(s) or responsibilities from Optionee’s status, title, position(s) and responsibilities as in effect immediately prior to the Change in Control or the assignment to Optionee of anyduties or responsibilities which are inconsistent with such status, title, position(s) or responsibilities (in either case other than is isolated, insubstantial or inadvertent actions which are remedied after notice), or any removal of Optionee fromsuch position(s), except in connection with the termination of Optionee’s employment for Cause, total disability (as defined in Section 1.5(b)) or as a result of Optionee’s death or voluntarily by Optionee other than for Good Reason;

(B) a material reduction by the Company or Surviving Company in Optionee’s rate of base salary, bonus or incentiveopportunity or a material reduction in benefits (other than reductions that do not impact Optionee’s compensation opportunity, taken as a whole, or a reduction in benefits applicable to substantially all employees); or 

(C) the Company’s or Surviving Company’s requiring Optionee to be based more than fifty miles from the principal office at inwhich Optionee is based immediately prior to the Change in Control, except for reasonably required travel on the Company’s business. 

1.7 Purchase of Shares. Shares may be purchased or acquired pursuant to the Option only upon receipt by the Company of notice in writing from the Optionee of the Optionee’s intention to exercise, specifying thenumber of shares as to which the Optionee desires to exercise the Option and the date on which the Optionee desires to complete the transaction, which shall not be more than 30 days after receipt of the notice, and, unless in the opinion of counselfor the Company such a representation is not required in order to comply with the Securities Act of 1933, as amended, containing a representation that it is the Optionee’s present intention to acquire the shares for investment and not with aview to distribution. On or before the date specified for completion of the purchase of shares pursuant to the Option, the Optionee must have paid the Company the full purchase price of such shares in cash (including cash which may at the electionof the Company be the proceeds of a loan from the Company), or in shares of Common Stock of the Company previously acquired and held by the Optionee for at least six months and valued at fair market value as defined in the 2004 Plan, or in anycombination of cash and shares of Common Stock of the Company. No shares 

 

3 

shall be issued until full payment therefor has been made, and the Optionee shall have none of the rights of a shareholder until a certificate for shares isissued to the Optionee. The Optionee shall, upon notification of the amount due, if any, and prior to or concurrently with delivery of the certificates representing the shares with respect to which the Option was exercised, pay to the Companyamounts necessary to satisfy any applicable federal, state and local withholding tax requirements. If additional withholding becomes required beyond any amount deposited before delivery of the certificates, the Optionee shall pay such amount to theCompany on demand. 

1.8 Changes in Capital Structure. In the event that the outstanding shares of Common Stock of theCompany are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or another corporation, by reason of any reorganization, merger, consolidation, recapitalization,reclassification, stock split-up, combination of shares, or dividend payable in shares, appropriate adjustment shall be made by the Board of Directors in the number and kind of shares for purchase pursuant to the Option and the corresponding Optionprice. Any such adjustment made by the Board of Directors shall be conclusive. 

2. The obligations of the Company under this Agreement aresubject to the approval of such state or federal authorities or agencies, if any, as may have jurisdiction in the matter. The Company will use its best efforts to take such steps as may be required by state or federal law or applicable regulations,including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the issuance or sale of any shares purchased upon the exercise of the Option.

3. Nothing in the 2004 Plan or this Agreement shall confer upon the Optionee any right to be continued in the employment of the Company orany subsidiary of the Company, or to interfere in any way with the right of the Company or any subsidiary by whom the Optionee is employed to terminate the Optionee’s employment at any time, with or without cause. 

4. This Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company but except as hereinabove providedthe Option herein granted shall not be assigned or otherwise disposed of by the Optionee. 

 

4