EX-10.3



 Exhibit 10.3 

IGNYTA, INC. 
 2014
INCENTIVE AWARD PLAN 
 STOCK OPTION GRANT NOTICE 

Ignyta, Inc., a Delaware corporation (the “Company”), pursuant to its 2014 Incentive Award Plan, as amended
from time to time (the “Plan”), hereby grants to the holder listed below (“Holder”), an option to purchase the number of shares of Common Stock (“Stock”) set forth below (the
“Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”) and the Stock Option Agreement attached hereto as Exhibit A (the
“Agreement”) and 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 the Grant Notice and the Agreement. 

 

			
	Holder:	  	
		
	Grant Date:	  	
		
	Vesting Commencement Date:	  	
		
	Exercise Price per Share:	  	 $

		
	Total Exercise Price:	  	 $

		
	Total Number of Shares Subject to the Option:	  	             shares

		
	Expiration Date:	  	
		
	Vesting Schedule:	  	 [To be specified in individual agreements]

		
	Type of Option:	  	  ̈    Incentive Stock
Option     ̈    Non-Qualified Stock Option


 By Holder’s signature below, Holder agrees to be bound by the terms and conditions of the
Plan, the Agreement and the Grant Notice. Holder has reviewed the Plan, the Agreement and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Grant Notice and fully understands all
provisions of the Plan, the Agreement and the Grant Notice. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Agreement or the Grant
Notice. 
  

									
	IGNYTA, INC.	 		 	HOLDER
					
	 By:
	 	  
	 		 	 By:
	 	  

	 Print Name:
	 	  
	 		 	 Print Name:
	 	  

	 Title:
	 	  
	 		 		 	








 EXHIBIT A 

TO STOCK OPTION GRANT NOTICE 

STOCK OPTION AGREEMENT 

Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Holder an Option under the Plan
to purchase the number of shares of Stock set forth in the Grant Notice. 
 ARTICLE 1. 

GENERAL 

1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or
the Grant Notice. 
 1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth
in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. 

ARTICLE 2. 
 GRANT OF
OPTION 
 2.1 Grant of Option. In consideration of Holder’s past and/or continued employment with or service
to the Company or a Subsidiary and for other good and valuable consideration, receipt of which is acknowledged by the Company, effective as of the grant date set forth in the Grant Notice (the “Grant Date”), the Company has granted
to Holder the Option to purchase any part or all of an aggregate number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan, this Agreement and the Grant Notice, subject to adjustments as provided in
Section 13.2 of the Plan. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law. 

2.2 Exercise Price. The exercise price per share of the shares of Stock subject to the Option (the “Exercise
Price”) shall be as set forth in the Grant Notice; provided, however, that the price per share of the Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date.
Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and Holder is a Greater Than 10% Stockholder, the price per share of the Stock subject to the Option shall not be less than 110% of the Fair Market Value of a
share of Stock on the Grant Date. 
 2.3 Consideration to the Company. In consideration of the grant of the Option by
the Company, Holder agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan, this Agreement or the Grant Notice shall confer upon Holder any right to continue in the employ or service of the Company or
any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, with or
without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Holder. 







 ARTICLE 3. 

PERIOD OF EXERCISABILITY 

3.1 Commencement of Exercisability. 

(a) Subject to Sections 3.2, 3.3, 5.10 and 5.15 hereof, the Option shall become vested and exercisable in such amounts and at
such times as are set forth in the Grant Notice. 
 (b) No portion of the Option which has not become vested and exercisable
at the date of Holder’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Holder. 

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are
cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof. 

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the
following events: 
 (a) The expiration of ten years from the Grant Date; 

(b) If this Option is designated as an Incentive Stock Option and Holder was a Greater Than 10% Stockholder at the time the
Option was granted, the expiration of five years from the Grant Date; 
 (c) Except as the Administrator may otherwise
approve, the expiration of three (3) months from the date of Holder’s Termination of Service, unless such termination occurs by reason of Holder’s death, Disability or for Cause; 

(d) Except as the Administrator may otherwise approve, the expiration of one (1) year from the date of Holder’s
Termination of Service by reason of Holder’s death or Disability; or 
 (e) Except as the Administrator may otherwise
approve, upon Holder’s Termination of Service for Cause. 
 With respect to any unvested portion of the Option, the
Option will expire on the date that is 30 days following Holder’s Termination of Service other than for Cause, or such shorter period as may be determined by the Administrator. 

If the Option is an Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an
“incentive stock option,” the Code requires that at all times beginning on the date of grant of the Option and ending on the day three months before the date of Option’s exercise, Holder must be an Employee of the Company or a
Subsidiary, except in the event of Holder’s death or Disability. The Company has provided for extended exercisability of Holder’s Option under certain circumstances for Holder’s benefit but cannot guarantee that Holder’s Option
will necessarily be treated as an “incentive stock option” if Holder continues to be employed by or provide services to the Company or an affiliate as a Consultant or Director after Holder’s employment terminates or if Holder
otherwise exercises its options more than three months after the date Holder’s employment terminates. 

  
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 3.4 Tax Withholding. Notwithstanding any other provision of this
Agreement: 
 (a) The Company and its Subsidiaries have the authority to deduct or withhold, or require Holder to remit to
the Company or the applicable Subsidiary, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by law to be withheld with respect to any taxable event
arising pursuant to this Agreement. The Company and its Subsidiaries may withhold or Holder may make such payment in one or more of the forms specified below: 

(i) by cash or check made payable to the Company or the Subsidiary with respect to which the withholding obligation arises;

 (ii) by the deduction of such amount from other compensation payable to Holder; 

(iii) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the
Administrator, by requesting that the Company withhold a net number of shares of Stock issuable upon the exercise of the Option having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the
Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; 

(iv) with respect to any withholding taxes arising in connection with the exercise of the Option, with the consent of the
Administrator, by tendering to the Company shares of Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory
withholding rates for federal, state, local and foreign income tax and payroll tax purposes; 
 (v) with respect to any
withholding taxes arising in connection with the exercise of the Option, through the delivery of a notice that Holder has placed a market sell order with a broker acceptable to the Company with respect to shares of Stock then issuable upon exercise
of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes;
provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or 

(vi) in any combination of the foregoing. 

(b) With respect to any withholding taxes arising in connection with the Option, in the event Holder fails to provide timely
payment of all sums required pursuant to Section 3.4(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Holder to satisfy all or any portion of Holder’s required payment
obligation pursuant to Section 3.4(a)(ii) or Section 3.4(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing shares
of Stock issuable with respect to the exercise of the Option to Holder or his or her legal representative unless and until Holder or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state,
local and foreign taxes applicable with respect to the taxable income of Holder resulting from the exercise of the Option or any other taxable event related to the Option. 

  
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 (c) In the event any tax withholding obligation arising in connection with the
Option will be satisfied under Section 3.4(a)(iii) above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Holder’s behalf a whole number of shares from those shares
of Stock that are issuable upon exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company or the Subsidiary
with respect to which the withholding obligation arises. Holder’s acceptance of this Award constitutes Holder’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this
Section 3.4(c), including the transactions described in the previous sentence, as applicable. The Company may refuse to issue any shares of Stock to Holder until the foregoing tax withholding obligations are satisfied. 

(d) Holder is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the
Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding
in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Stock. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Holder’s tax
liability. 
 ARTICLE 4. 

EXERCISE OF OPTION 

4.1 Person Eligible to Exercise. Except as provided in Section 5.3, during the lifetime of Holder, only Holder may
exercise the Option or any portion thereof, unless it has been disposed of, with the consent of the Administrator, pursuant to a DRO. After the death of Holder, any exercisable portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.3 hereof, be exercised by Holder’s personal representative or by any person empowered to do so under the deceased Holder’s will or under the then applicable laws of descent and distribution. 

4.2 Partial Exercise. Subject to Section 5.2, any exercisable portion of the Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof. 

4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the
Secretary of the Company (or any third party administrator or other person or entity designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable
under Section 3.3 hereof. 
 (a) An exercise notice in a form specified by the Administrator, stating that the Option
or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; 

(b) The receipt by the Company of full payment for the shares of Stock with respect to which the Option or portion thereof is
exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; 

(c) The payment of any applicable withholding tax in accordance with Section 3.4; 

  
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 (d) Any other written representations or documents as may be required in the
Administrator’s sole discretion to effect compliance with Applicable Law; and 
 (e) In the event the Option or portion
thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than Holder, appropriate proof of the right of such person or persons to exercise the Option. 

Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which
conditions may vary by country and which may be subject to change from time to time. 
 4.4 Method of Payment.
Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Holder: 
 (a)
By cash or check made payable to the Company; 
 (b) By the deduction of such amount from other compensation payable to
Holder; 
 (c) With the consent of the Administrator, surrender of shares of Stock (including, without limitation, shares of
Stock otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the
aggregate exercise price of the Option or exercised portion thereof; 
 (d) Through the delivery of a notice that Holder has
placed a market sell order with a broker acceptable to the Company with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Administrator, but in any event not later than the settlement of such sale; or

 (e) Any other form of legal consideration acceptable to the Administrator. 

4.5 Conditions to Issuance of Stock. The Company shall not be required to issue or deliver any shares of Stock
purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) the admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed, (b) the
completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Administrator
shall, in its absolute discretion, deem necessary or advisable, (c) the obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be
necessary or advisable, (d) the lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; (e) the receipt by the Company of
full payment for such shares of Stock in accordance with Section 4.4 hereof, and (f) the receipt of full payment of any applicable withholding tax in accordance with Section 3.4 by the Company or its Subsidiary with respect to which
the applicable withholding obligation arises. 
 4.6 Rights as Stockholder. Neither Holder nor any person claiming
under or through Holder will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Stock purchasable upon the exercise of any part of the Option unless and until certificates representing such


  
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shares of Stock (which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to Holder (including through
electronic delivery to a brokerage account). No adjustment will be made for a dividend or other right for which the record date is prior to the date of such issuance, recordation and delivery, except as provided in Section 13.2 of the Plan.
Except as otherwise provided herein, after such issuance, recordation and delivery, Holder will have all the rights of a stockholder of the Company with respect to such shares of Stock, including, without limitation, the right to receipt of
dividends and distributions on such shares. 
 ARTICLE 5. 

OTHER PROVISIONS 

5.1 Administration. The Administrator shall have the power to interpret the Plan, this Agreement and the Grant Notice
and to adopt such rules for the administration, interpretation and application of the Plan, this Agreement and the Grant Notice as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations
and determinations made by the Administrator will be final and binding upon Holder, the Company and all other interested persons. To the extent allowable pursuant to Applicable Law, no member of the Committee or the Board will be personally liable
for any action, determination or interpretation made with respect to the Plan, this Agreement or the Grant Notice. 
 5.2
Whole Shares. The Option may only be exercised for whole shares of Stock. 
 5.3 Option Not Transferable. 

(a) Subject to Section 5.3(b) hereof, the Option may not be sold, pledged, assigned or transferred in any manner other
than by will or the laws of descent and distribution, or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of
Stock have lapsed. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Holder or his or her successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 

(b) Notwithstanding any other provision in this Agreement, with the consent of the Administrator and to the extent the Option
is designated as a Non-Qualified Stock Option, the Option may be transferred to, exercised by and paid to one or more Permitted Transferees, subject to the terms and conditions set forth in Section 11.3 of the Plan. Subject to such conditions
and procedures as the Administrator may require, a Permitted Transferee may exercise the Option or any portion therefor during the Holder’s lifetime. 

5.4 Adjustments. The Administrator may accelerate the vesting of all or a portion of the Option in such circumstances
as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Stock contemplated by Section 13.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Stock), the
Administrator may make such adjustments as the Administrator deems appropriate in the number of shares of Stock subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the Option. Holder
acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan, including Section 13.2 of the Plan. 

  
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 5.5 Notices. Any notice to be given under the terms of this Agreement to
the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Holder shall be addressed to Holder (or, if Holder is then deceased, to the person entitled
to exercise the Option pursuant to Section 4.1) at Holder’s last address reflected on the Company’s records. By a notice given pursuant to this Section 5.5, either party may hereafter designate a different address for notices to
be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service. 
 5.6 Titles. Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement. 
 5.7 Governing Law. The laws of the State of Delaware
shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. 

5.8 Conformity to Securities Laws. Holder acknowledges that the Plan, this Agreement and the Grant Notice are intended
to conform to the extent necessary with all Applicable Laws, including, without limitation, the provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the Securities and Exchange
Commission and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to Applicable Law. To the
extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to Applicable Law. 

5.9 Tax Representations. Holder has reviewed with Holder’s own tax advisors the federal, state, local and foreign
tax consequences of this investment and the transactions contemplated by this Agreement and the Grant Notice. Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Holder
understands that Holder (and not the Company) shall be responsible for Holder’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 

5.10 Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or
partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or
termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of Holder. 

5.11 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple
assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in Section 5.3 and the Plan, this Agreement shall be binding upon and inure to the benefit
of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
 5.12 Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Holder is subject to Section 16 of the Exchange Act, the Plan, the Option, the Grant Notice and this Agreement shall be subject to
any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the
extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 

  
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 5.13 Not a Contract of Employment. Nothing in this Agreement or in the
Plan shall confer upon Holder any right to continue to serve as an employee or other service provider of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are
hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary
and Holder. 
 5.14 Entire Agreement. The Plan, this Agreement and the Grant Notice (including any
exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Holder with respect to the subject matter hereof, including without limitation, the
provisions of any employment agreement or offer letter regarding equity awards to be awarded to Holder by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of
its representatives regarding equity awards to be awarded to Holder by the Company. 
 5.15 Section 409A. This
Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, this Agreement and the Grant Notice, if at any time the
Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Holder or any other person for
failure to do so) to adopt such amendments to the Plan, this Agreement or the Grant Notice, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the
Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. 

5.16 Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held invalid or
unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement. 

5.17 Limitation on Holder’s Rights. Participation in the Plan confers no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Holder
shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Stock as a general unsecured
creditor with respect to options, as and when exercised pursuant to the terms hereof. 
 5.18 Counterparts. The Grant
Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which shall be deemed an original and all of which together shall constitute one instrument. 

5.19 Broker-Assisted Sales. In the event of any broker-assisted sale of shares of Stock in connection with the payment
of withholding taxes as provided in Section 3.4(a)(v) or Section 3.4(c) or the payment of the exercise price as provided in Section 4.4(d): (a) any shares of Stock to be sold through a broker-assisted sale will be sold on the day
the tax withholding obligation or exercise of the Option, as applicable, occurs or arises, or as soon thereafter as practicable; (b) such shares of Stock may be sold as part of a block trade with other participants in the Plan in which all
participants receive an average price; 

  
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(c) Holder will be responsible for all broker’s fees and other costs of sale, and Holder agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses
relating to any such sale; (d) to the extent the proceeds of such sale exceed the applicable tax withholding obligation or exercise price, the Company agrees to pay such excess in cash to Holder as soon as reasonably practicable;
(e) Holder acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation
or exercise price; and (f) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation, Holder agrees to pay immediately upon demand to the Company or its Subsidiary with respect to which the
withholding obligation arises, an amount sufficient to satisfy any remaining portion of the Company’s or the applicable Subsidiary’s withholding obligation. 

5.20 Incentive Stock Options. Holder acknowledges that to the extent the aggregate Fair Market Value of shares of Stock
(determined as of the time the option with respect to the shares is granted) with respect to which Incentive Stock Options, including this Option (if applicable), are exercisable for the first time by Holder during any calendar year exceeds $100,000
or if for any other reason such Incentive Stock Options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such Incentive Stock Options shall be treated as Non-Qualified Stock
Options. Holder further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other stock options into account in the order in which they were granted, as determined under Section 422(d) of the
Code and the Treasury Regulations thereunder. 
 5.21 Notification of Disposition. If this Option is designated as an
Incentive Stock Option, Holder shall give prompt written notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from
the Grant Date or (b) within one (1) year after the transfer of such shares of Stock to Holder. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of
indebtedness or other consideration, by Holder in such disposition or other transfer. 
 * * * * * 

  
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