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Exhibit 10.2    
    


GENOPTIX, INC.

2001 EQUITY INCENTIVE PLAN

Adopted May 16, 2001

Approved By Stockholders July 31, 2001

Termination Date: May 15, 2011  


        1.    PURPOSES.    



         (a)    Amendment and Restatement.    The Plan amends and restates the Genoptix, Inc. 1999 Stock Incentive Plan
adopted March 21,
1999 (the "Prior Plan"). A Participant's outstanding options granted under the Prior Plan shall be governed by such Prior Plan, unless otherwise agreed to in writing by such Participant (in which
case, such options will be governed by the terms of this Plan). 


         (b)    Available Stock Awards.    The purpose of the Plan is to provide a means by which eligible recipients of Stock
Awards may be given an
opportunity to benefit from increases in value of the Common Stock through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,
(iii) stock bonuses and (iv) rights to acquire restricted stock. 



        (c)    General Purpose.    The Company, by means of the Plan, seeks to retain the services of the group of persons
eligible to receive Stock
Awards, to secure and retain the services of new members of this
group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 




        2.    DEFINITIONS.    



        (a)   "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or
hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 


        (b)   "Board" means the Board of Directors of the Company. 


        (c)   "Cause" means, with respect to a particular Participant, the occurrence of any of the following:
(i) such Participant's conviction of any felony or any crime involving fraud or dishonesty; (ii) such Participant's participation (whether by affirmative act or omission) in a fraud, act
of dishonesty or other act of misconduct against the Company and/or its Affiliates and which has a material adverse effect on the Company and/or its Affiliates; (iii) conduct by such
Participant which, based upon a good faith and reasonable factual investigation by the Company (or, if such Participant is an Officer, by the Board), demonstrates such Participant's unfitness to
serve; (iv) such Participant's material violation of any fiduciary duty, or duty of loyalty owed to the Company and/or its Affiliates; (v) such Participant's violation of state or
federal law in connection with such Participant's performance of his/her job which has a material adverse effect on the Company and/or its Affiliates; (vi) such Participant's breach of any
material term of any contract between such Participant and the Company and/or its Affiliates; and (vii) such Participant's violation of Company policy which has a material adverse effect on the
Company and/or its Affiliates. Notwithstanding the foregoing, such Participant's Disability shall not constitute Cause as set forth herein. The determination that a termination is for Cause shall be
made by the Board or the Committee in its sole and exclusive judgment and discretion. 


        (d)   "Change in Control" means: (i) a sale of all or substantially all of the assets of the
Company; (ii) a merger or consolidation in which the Company is not the surviving entity and in 



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which
the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the
voting power of the entity surviving such transaction or, where the surviving entity is a wholly-owned subsidiary of another entity, the surviving entity's parent; (iii) a reverse merger in
which the Company is the surviving entity but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of
securities of the surviving entity's parent, cash or otherwise, and in which the holders of the Company's outstanding voting stock immediately prior to such transaction own, immediately after such
transaction, securities representing less than fifty percent (50%) of the voting power of the Company or, where the Company is a wholly-owned subsidiary of another entity, the Company's parent; or
(iv) after the Listing Date, an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions
(excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or subsidiary of the Company or other entity controlled by the Company) of the beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the
combined voting power entitled to vote in the election of Directors; provided, however, that nothing in this subsection 2(d) shall apply to a sale of assets, merger or other transaction effected
exclusively for the purpose of changing the domicile of the Company. 


        (e)   "Code" means the Internal Revenue Code of 1986, as amended. 


        (f)    "Committee" means a committee of one or more members of the Board appointed by the Board in
accordance with subsection 3(c). 


        (g)   "Common Stock" means the common stock of the Company. 


        (h)   "Company" means Genoptix, Inc., a Delaware corporation. 


        (i)    "Consultant" means any person, including an advisor, (i) engaged by the Company or an
Affiliate to render consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate. However, the term "Consultant"
shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a director's fee by the Company for their services as
Directors. 


        (j)    "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. The Participant's Continuous Service shall not be deemed to have terminated merely because of 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 Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not
constitute an interruption of Continuous Service. 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 any leave of absence approved by that party, including sick leave, military leave or any other personal leave. 


        (k)   "Covered Employee" means the chief executive officer and the four (4) other highest
compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code. 


        (l)    "Director" means a member of the Board of Directors of the Company. 



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        (m)  "Disability" means (i) before the Listing Date, the inability of a person, in the opinion
of a qualified physician acceptable to the Company, to perform the major duties of that person's position with the Company or an Affiliate of the Company because of the sickness or injury of the
person and (ii) after the Listing Date, the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. 


        (n)   "Employee" means any person employed by the Company or an Affiliate. Mere service as a Director
or payment of a director's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" by the Company or an Affiliate. 



        (o)   "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        (p)   "Fair Market Value" means, as of any date, the value of the Common Stock determined as follows: 



          (i)  If the Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in  The Wall Street Journal or such other source as the Board deems reliable. 


         (ii)  In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the
Board. 


       (iii)  Prior to the Listing Date, the value of the Common Stock shall be determined in a manner consistent with
Section 260.140.50 of Title 10 of the California Code of Regulations. 




        (q)   "Good Reason" means, with respect to a particular Participant, the occurrence of any of the
following events, conditions or actions taken by the Company without Cause and without such Participant's consent: (i) if such Participant is an Officer, a reduction in such Participant's
title, (ii) a change in such Participant's employment responsibilities with the Company which represents a material reduction in such Participant's level of responsibility, (iii) a
reduction in such Participant's level of base salary, or (iv) a relocation of such Participant's place of employment by more than fifty (50) miles. 


        (r)   "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. 


        (s)   "Listing Date" means the first date upon which any security of the Company is listed (or approved
for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system if
such securities exchange or interdealer quotation system has been certified in accordance with the provisions of Section 25100(o) of the California Corporate Securities Law of 1968. 


        (t)    "Non-Employee Director" means a Director who either (i) is not a current
Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a
consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to
the Securities Act ("Regulation S-K")), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3. 



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        (u)   "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. 


        (v)   "Officer" means (i) before the Listing Date, any person designated by the Board as an
executive officer and (ii) on and after the Listing Date, 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. 


        (w)  "Option" means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the
Plan. 


        (x)   "Option Agreement" means a written agreement between the Company and an Optionholder evidencing
the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 



        (y)   "Optionholder" means a person to whom an Option is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Option. 


        (z)   "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" receiving compensation for prior services (other than benefits under a tax-qualified pension plan), was not an officer of the Company or an "affiliated corporation" at any
time and is not currently receiving direct or indirect remuneration from the Company or an "affiliated corporation" for services 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. 


        (aa) "Participant" means a person to whom a Stock Award is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Stock Award. 


        (bb) "Plan" means this Genoptix, Inc. 2001 Equity Incentive Plan. 



        (cc) "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act or any successor to Rule 16b-3, as in effect from time to time. 


        (dd) "Securities Act" means the Securities Act of 1933, as amended. 


        (ee) "Stock Award" means any right granted under the Plan, including an Option, a stock bonus and a
right to acquire restricted stock. 


        (ff)  "Stock Award Agreement" means a written agreement between the Company and a holder of a Stock
Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan. 


        (gg) "Ten Percent Stockholder" means a person who owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates. 




        3.    ADMINISTRATION.    



         (a)    Administration by Board.    The Board shall administer the Plan unless and until the Board delegates
administration to a Committee, as
provided in subsection 3(c). 


         (b)    Powers of Board.    The Board shall have the power, subject to, and within the limitations of, the express
provisions of the Plan: 



          (i)  To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how
each Stock Award shall be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award 




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granted
(which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to a Stock Award; and the number of shares of Common Stock with
respect to which a Stock Award shall be granted to each such person. 



         (ii)  To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective. 


       (iii)  To amend the Plan or a Stock Award as provided in Section 12. 


        (iv)  Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the
best interests of the Company which are not in conflict with the provisions of the Plan. 




         (c)    Delegation to Committee.    



          (i)  General. The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more
members of the Board, and the term "Committee" shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have,
in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. 



         (ii)  Committee Composition when Common Stock is Publicly Traded. At such time as the Common Stock is publicly traded, in the
discretion of the Board, a Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee
Directors, in accordance with Rule 16b-3. Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of one or more members of the Board
who are not Outside Directors the authority to grant Stock Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of
recognition of income resulting from such Stock Award or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to a
committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of
the Exchange Act. 




         (d)    Effect of Board's Decision.    All determinations, interpretations and constructions made by the Board in good
faith shall not be
subject to review by any person and shall be final, binding and conclusive on all persons. 




        4.    SHARES SUBJECT TO THE PLAN.    



        (a)    Share Reserve.    Subject to the provisions of Section 11 relating to adjustments upon changes in Common
Stock, the Common Stock
that may be issued pursuant to Stock Awards shall not exceed in the aggregate nine million three hundred sixty-three thousand six hundred sixty-seven (9,363,667) shares of Common Stock. 


         (b)    Reversion of Shares to the Share Reserve.    If any Stock Award shall for any reason expire or otherwise
terminate, in whole or in
part, without having been exercised in full, the shares 



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of
Common Stock not acquired under such Stock Award shall revert to and again become available for issuance under the Plan. 


         (c)    Source of Shares.    The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares,
 bought on the market
or otherwise. 


        (d)    Share Reserve Limitation.    Prior to the Listing Date and to the extent then required by
Section 260.140.45 of Title 10 of the
California Code of Regulations, the total number of shares of Common Stock issuable upon exercise of all outstanding Options and the total number of shares of Common Stock provided for under any stock
bonus or similar plan of the Company shall not exceed the applicable percentage as calculated in accordance with the conditions and exclusions of Section 260.140.45 of Title 10 of the
California Code of Regulations, based on the shares of Common Stock of the Company that are outstanding at the time the calculation is made.(1) 





	(1)
	Section 260.140.45
generally provides that the total number of shares issuable upon exercise of all outstanding options (exclusive of certain rights) and the total number of
shares called for under any stock bonus or similar plan shall not exceed a number of shares which is equal to 30% of the then outstanding shares of the issuer (convertible preferred or convertible
senior common shares counted on an as if converted basis), exclusive of shares subject to promotional waivers under Section 260.141, unless a percentage higher than 30% is approved by at least
two-thirds of the outstanding shares entitled to vote. 





        5.    ELIGIBILITY.    



         (a)    Eligibility for Specific Stock Awards.    Incentive Stock Options may be granted only to Employees. Stock
Awards other than Incentive
Stock Options may be granted to Employees, Directors and Consultants. 


         (b)    Ten Percent Stockholders.    



          (i)  A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at
least one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of
grant. 


         (ii)  Prior to the Listing Date, a Ten Percent Stockholder shall not be granted a Nonstatutory Stock Option unless the
exercise price of such Option is at least (i) one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the date of grant or (ii) such lower percentage of the Fair
Market Value of the Common Stock at the date of grant as is permitted by Section 260.140.41 of Title 10 of the California Code of Regulations at the time of the grant of the Option. 


       (iii)  Prior to the Listing Date, a Ten Percent Stockholder shall not be granted a restricted stock award unless the purchase
price of the restricted stock is at least (i) one hundred percent (100%) of the Fair Market Value of the Common Stock at the date of grant or (ii) such lower percentage of the Fair
Market Value of the Common Stock at the date of grant as is permitted by Section 260.140.42 of Title 10 of the California Code of Regulations at the time of the grant of the restricted stock
award. 




        (c)    Section 162(m) Limitation.    Subject to the provisions of Section 11 relating to adjustments upon
changes in the shares
of Common Stock, no Employee shall be eligible to be granted Options covering more than two million (2,000,000) shares of Common Stock during any calendar year. This subsection 5(c) shall not apply
prior to the Listing Date and, following the Listing Date, this subsection 5(c) shall not apply until (i) the earliest of: (1) the first material modification of the Plan (including any
increase in the number of shares of Common Stock reserved for issuance under the Plan in accordance with Section 4); (2) the issuance of all of the 



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shares
of Common Stock reserved for issuance under the Plan; (3) the expiration of the Plan; or (4) the first meeting of stockholders at which Directors are to be elected that occurs
after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security under Section 12 of the Exchange Act; or (ii) such
other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. 


         (d)    Consultants.    



          (i)  Prior to the Listing Date, a Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant,
either the offer or the sale of the Company's securities to such Consultant is not exempt under Rule 701 of the Securities Act ("Rule 701") because of the nature of the services that the
Consultant is providing to the Company, or because the Consultant is not a natural person, or as otherwise provided by Rule 701, unless the Company determines that such grant need not comply
with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions. 



         (ii)  From and after the Listing Date, a Consultant shall not be eligible for the grant of a Stock Award if, at the time of
grant, a Form S-8 Registration Statement under the Securities Act ("Form S-8") is not available to register either the offer or the sale of the Company's
securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, or because the Consultant is not a natural person, or as otherwise provided by the
rules governing the use of Form S-8, unless the Company determines both (i) that such grant (A) shall be registered in another manner under the Securities Act
(e.g., on a Form S-3 Registration Statement) or (B) does not require registration under the Securities Act in order to comply
with the requirements of the Securities Act, if applicable, and (ii) that such grant complies with the securities laws of all other relevant jurisdictions. 


       (iii)  Rule 701 and Form S-8 generally are available to consultants and advisors only if
(i) they are natural persons; (ii) they provide bona fide services to the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer's parent; and
(iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the issuer's
securities. 





        6.    OPTION PROVISIONS.    


        Each
Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or
Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of
Option. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of
each of the following provisions: 



        (a)    Term.    Subject to the provisions of subsection 5(b) regarding Ten Percent Stockholders, no Option granted
prior to the Listing Date
shall be exercisable after the expiration of ten (10) years from the date it was granted, and no Incentive Stock Option granted on or after the Listing Date shall be exercisable after the
expiration of ten (10) years from the date it was granted. 


         (b)    Exercise Price of an Incentive Stock Option.    Subject to the provisions of subsection 5(b) regarding Ten
Percent Stockholders, the
exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted.
Notwithstanding the foregoing, an Incentive 



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Stock
Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a
manner satisfying the provisions of Section 424(a) of the Code. 



        (c)    Exercise Price of a Nonstatutory Stock Option.    Subject to the provisions of subsection 5(b) regarding Ten
Percent Stockholders, the
exercise price of each Nonstatutory Stock Option granted prior to the Listing Date shall be not less than eighty-five percent (85%) of the Fair Market Value of the Common Stock subject to
the Option on the date the Option is granted. The exercise price of each Nonstatutory Stock Option granted on or after the Listing Date shall be not less than eighty-five percent (85%) of
the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price
lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of
Section 424(a) of the Code. 


         (d)    Consideration.    The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the
extent permitted by
applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or subsequently
in the case of a Nonstatutory Stock Option) (1) by delivery to the Company of other Common Stock, (2) according to a deferred payment or other similar arrangement with the Optionholder
or (3) in any other form of legal consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired pursuant
to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have
been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). At any time that the Company is
incorporated in Delaware, payment of the Common Stock's "par value," as defined in the Delaware General Corporation Law, shall not be made by deferred payment. 




        In
the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the market rate of interest necessary to avoid a charge to
earnings for financial accounting purposes. 



         (e)    Transferability of an Incentive Stock Option.    An Incentive Stock Option shall not be transferable except by
will or by the laws of
descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to
the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. 


         (f)    Transferability of a Nonstatutory Stock Option.    A Nonstatutory Stock Option granted prior to the Listing
Date shall not be
transferable except by will or by the laws of descent and distribution and, to the extent provided in the Option Agreement, to such further extent as permitted by Section 260.140.41(d) of Title
10 of the California Code of Regulations at the time of the grant of the Option, and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. A Nonstatutory Stock Option
granted on or after the Listing Date shall be transferable to the extent provided in the Option Agreement. If the Nonstatutory Stock Option does not provide for transferability, then the Nonstatutory
Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the 



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Company,
designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. 



        (g)    Vesting Generally.    The total number of shares of Common Stock subject to an Option may, but need not, vest
and therefore become
exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on
performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this subsection 6(g) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may be exercised. 



        (h)    Minimum Vesting Prior to the Listing Date.    Notwithstanding the foregoing subsection 6(g), to the extent that
the following
restrictions on vesting are required by Section 260.140.41(f) of Title 10 of the California Code of Regulations at the time of the grant of the Option, then: 



          (i)  Options granted prior to the Listing Date to an Employee who is not an Officer, Director or Consultant shall provide for
vesting of the total number of shares of Common Stock at a rate of at least twenty percent (20%) per year over five (5) years from the date the Option was granted, subject to reasonable
conditions such as continued employment; and 


         (ii)  Options granted prior to the Listing Date to Officers, Directors or Consultants may provide for vesting at any time or
during any period established by the Company, subject to reasonable conditions such as continued employment. 




         (i)    Termination of Continuous Service.    In the event an Optionholder's Continuous Service terminates (other than
upon the Optionholder's
death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but only within such
period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder's Continuous Service (or such longer or shorter period specified in
the Option Agreement, which period shall not be less than thirty (30) days for Options granted prior to the Listing Date unless such termination is for Cause), or (ii) the expiration of
the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option
shall terminate. 


        (j)    Extension of Termination Date.    An Optionholder's Option Agreement may also provide that if the exercise of
the Option following the
termination of the Optionholder's Continuous Service (other than upon the Optionholder's death or Disability) 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 the term of the Option set forth in subsection 6(a)
or (ii) the expiration of a period of three (3) months after the termination of the Optionholder's Continuous Service during which the exercise of the Option would not be in violation of
such registration requirements. 


        (k)    Disability of Optionholder.    In the event that an Optionholder's Continuous Service terminates as a result of
the Optionholder's
Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of
time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement, which period shall not be
less than six (6) months for Options granted prior to the Listing Date) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the
Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate. 



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         (l)    Death of Optionholder.    In the event (i) an Optionholder's Continuous Service terminates as a result of
the Optionholder's
death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder's Continuous Service for a reason other than death,
then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder'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 Optionholder's death pursuant to subsection 6(e) or 6(f), but only within the period ending on
the earlier of (1) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement, which period shall not be less than six
(6) months for Options granted prior to the Listing Date) or (2) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not
exercised within the time specified herein, the Option shall terminate. 


         (m)    Early Exercise.    The Option may, but need not, include a provision whereby the Optionholder may elect at any
time before the
Optionholder's Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Subject to the
"Repurchase Limitation" in subsection 10(h), any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board
determines to be appropriate. 


         (n)    Right of Repurchase.    Subject to the "Repurchase Limitation" in subsection 10(h), the Option may, but need
not, include a provision
whereby the Company may elect, prior to the Listing Date, to repurchase all or any part of the vested shares of Common Stock acquired by the Optionholder pursuant to the exercise of the Option. 



        (o)    Right of First Refusal.    The Option may, but need not, include a provision whereby the Company may elect,
prior to the Listing Date,
to exercise a right of first refusal following receipt of notice from the Optionholder of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option.
Except as expressly provided in this subsection [6(o)], such right of first refusal shall otherwise comply with any applicable
provisions of the Bylaws of the Company. 




        7.    PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.    



         (a)    Stock Bonus Awards.    Each stock bonus agreement shall be in such form and shall contain such terms and
conditions as the Board shall
deem appropriate. The terms and conditions of stock bonus agreements may change from time to time, and the terms and conditions of separate stock bonus agreements need not be identical, but each stock
bonus agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 



          (i)  Consideration. A stock bonus may be awarded in consideration for past services actually rendered to the Company or an
Affiliate for its benefit. 


         (ii)  Vesting. Subject to the "Repurchase Limitation" in subsection 10(h), shares of Common Stock awarded under the stock
bonus agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board. 



       (iii)  Termination of Participant's Continuous Service. Subject to the "Repurchase Limitation" in subsection 10(h), in the
event a Participant's Continuous Service terminates, the Company may reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination
under the terms of the stock bonus agreement. 




10







 





        (iv)  Transferability. For a stock bonus award made before the Listing Date, rights to acquire shares of Common Stock under
the stock bonus agreement shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant.
For a stock bonus award made on or after the Listing Date, rights to acquire shares of Common Stock under the stock bonus agreement shall be transferable by the Participant only upon such terms and
conditions as are set forth in the stock bonus agreement, as the Board shall determine in its discretion, so long as Common Stock awarded under the stock bonus agreement remains subject to the terms
of the stock bonus agreement. 




         (b)    Restricted Stock Awards.    Each restricted stock purchase agreement shall be in such form and shall contain
such terms and conditions
as the Board shall deem appropriate. The terms and conditions of the restricted stock purchase agreements may change from time to time, and the terms and conditions of separate restricted stock
purchase agreements need not be identical, but each restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the
substance of each of the following provisions: 



          (i)  Purchase Price. Subject to the provisions of subsection 5(b) regarding Ten Percent Stockholders, the purchase price
under each restricted stock purchase agreement shall be such amount as the Board shall determine and designate in such restricted stock purchase agreement. For restricted stock awards made prior to
the Listing Date, the purchase price shall not be less than eighty-five percent (85%) of the Common Stock's Fair Market Value on the date such award is made or at the time the purchase is
consummated. For restricted stock awards made on or after the Listing Date, the purchase price shall not be less than eighty-five percent (85%) of the Common Stock's Fair Market Value on
the date such award is made or at the time the purchase is consummated. 


         (ii)  Consideration. The purchase price of Common Stock acquired pursuant to the restricted stock purchase agreement shall be
paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board, according to a deferred payment or other similar arrangement with the Participant; or
(iii) in any other form of legal consideration that may be acceptable to the Board in its discretion; provided, however, that at any time that the Company is incorporated in Delaware, then
payment of the Common Stock's "par value," as defined in the Delaware General Corporation Law, shall not be made by deferred payment. 


       (iii)  Vesting. Subject to the "Repurchase Limitation" in subsection 10(h), shares of Common Stock acquired under the
restricted stock purchase agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board. 



        (iv)  Termination of Participant's Continuous Service. Subject to the "Repurchase Limitation" in subsection 10(h), in the
event a Participant's Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the
date of termination under the terms of the restricted stock purchase agreement. 


         (v)  Transferability. For a restricted stock award made before the Listing Date, rights to acquire shares of Common Stock
under the restricted stock purchase agreement shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only
by the Participant. For a restricted stock award made on or after the Listing Date, rights to acquire shares of Common Stock under the restricted stock purchase agreement shall be transferable by the
Participant only upon such terms and conditions as are set forth in the restricted stock purchase agreement, as the Board 




11







 





shall
determine in its discretion, so long as Common Stock awarded under the restricted stock purchase agreement remains subject to the terms of the restricted stock purchase agreement. 





        8.    COVENANTS OF THE COMPANY.    



         (a)    Availability of Shares.    During the terms of the Stock Awards, the Company shall keep available at all times
the number of shares of
Common Stock required to satisfy such Stock Awards. 


         (b)    Securities Law Compliance.    The Company shall seek to obtain from each regulatory commission or agency having
jurisdiction over the
Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require
the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable
to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall
be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. 




        9.    USE OF PROCEEDS FROM STOCK.    


        Proceeds
from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company. 


        10.    MISCELLANEOUS.    



         (a)    Acceleration of Exercisability and Vesting.    The Board shall have the power to accelerate the time at which a
Stock Award may first
be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first
be exercised or the time during which it will vest. 


         (b)    Stockholder Rights.    No Participant shall be deemed to be the holder of, or to have any of the rights of a
holder with respect to,
any shares of Common Stock subject to such Stock Award unless and until such Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms. 



        (c)    No Employment or other Service Rights.    Nothing in the Plan or any instrument executed or Stock Award granted
pursuant thereto shall
confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an
Affiliate to terminate (i) the employment of an Employee with or without notice and with or without Cause, (ii) the service of a Consultant pursuant to the terms of such Consultant's
agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the
state in which the Company or the Affiliate is incorporated, as the case may be. 



        (d)    Incentive Stock Option $100,000 Limitation.    To the extent that the aggregate Fair Market Value (determined at
the time of grant) of
Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds
one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. 



12







 




         (e)    Investment Assurances.    The Company may require a Participant, as a condition of exercising or acquiring
Common Stock under any Stock
Award, (i) to give written assurances satisfactory to the Company as to the Participant's knowledge and experience in financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock
subject to the Stock Award for the Participant's own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award has been
registered under a then currently effective registration statement under the Securities Act or (2) as to
any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may,
upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common Stock. 


         (f)    Withholding Obligations.    To the extent provided by the terms of a Stock Award Agreement, the Participant may
satisfy any federal,
state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under a Stock Award by any of the following means (in addition to the Company's right to withhold from
any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock
from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Stock Award, provided, however, that no shares of Common
Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned and unencumbered shares of Common Stock. 


         (g)    Information Obligation.    Prior to the Listing Date, to the extent required by Section 260.140.46 of
Title 10 of the California
Code of Regulations, the Company shall deliver financial statements to Participants at least annually. This subsection 10(g) shall not apply to key Employees whose duties in connection with the
Company assure them access to equivalent information. 


         (h)    Repurchase Limitation.    The terms of any repurchase option shall be specified in the Stock Award and may be
either at Fair Market
Value at the time of repurchase or at not less than the original purchase price. To the extent required by Section 260.140.41 and Section 260.140.42 of Title 10 of the California Code of
Regulations at the time a Stock Award is made, any repurchase option contained in a Stock Award granted prior to the Listing Date to a person who is not an Officer, Director or Consultant shall be
upon the terms described below: 



          (i)  Fair Market Value. If the repurchase option gives the Company the right to repurchase the shares of Common Stock upon
termination of employment at not less than the Fair Market Value of the shares of Common Stock to be purchased on the date of termination of Continuous Service, then (i) the right to repurchase
shall be exercised for cash or cancellation of purchase money indebtedness for the shares of Common Stock within ninety (90) days of termination of Continuous Service (or in the case of shares
of Common Stock issued upon exercise of Stock Awards after such date of termination, within ninety (90) days after the date of the exercise) or such longer period as may be agreed to by the
Company and the Participant (for example, for purposes of satisfying the requirements of Section 1202(c)(3) 




13







 


of
the Code regarding "qualified small business stock") and (ii) the right terminates when the shares of Common Stock become publicly traded. 


         (ii)  Original Purchase Price. If the repurchase option gives the Company the right to repurchase the shares of Common Stock
upon termination of Continuous Service at the original purchase price, then (i) the right to repurchase at the original purchase price shall lapse at the rate of at least twenty percent (20%)
of the shares of Common Stock per year over five (5) years from the date the Stock Award is granted (without respect to the date the Stock Award was exercised or became exercisable) and
(ii) the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares of Common Stock within ninety (90) days of termination of
Continuous Service (or in the case of shares of Common Stock issued upon exercise of Options after such date of termination, within ninety (90) days after the date of the exercise) or such
longer period as may be agreed to by the Company and the Participant (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code regarding "qualified small
business stock"). 





        11.    ADJUSTMENTS UPON CHANGES IN STOCK.    



         (a)    Capitalization Adjustments.    If any change is made in the Common Stock subject to the Plan, or subject to any
Stock Award, without
the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split,
liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company) (individually, a
"Capitalization Adjustment"), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of
securities subject to award to any person pursuant to subsection 5(c), and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per share of
Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible
securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.) 


         (b)    Dissolution or Liquidation.    In the event of a dissolution or liquidation of the Company, then all
outstanding Stock Awards shall
terminate immediately prior to such event. 


         (c)    Asset Sale, Merger, Consolidation or Reverse Merger.    In the event of (i) a sale, lease or other
disposition of all or
substantially all of the assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation or (iii) a reverse merger in which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or
otherwise (individually, a "Corporate Transaction"), then any surviving corporation or acquiring corporation shall assume any Stock Awards outstanding under the Plan or shall substitute similar stock
awards (including an award to acquire the same consideration paid to the stockholders in the Corporate Transaction for those outstanding under the Plan). In the event any surviving corporation or
acquiring corporation refuses to assume such Stock Awards or to substitute similar stock awards for those outstanding under the Plan, then with respect to Stock Awards held by Participants whose
Continuous Service has not terminated, the vesting of such Stock Awards (and, if applicable, the time during which such Stock Awards may be exercised) shall be accelerated in full, and the Stock
Awards shall terminate if not exercised (if applicable) at or prior to the Corporate Transaction. With respect to any other Stock Awards outstanding under the Plan, such Stock Awards shall terminate
if not exercised (if applicable) prior to the Corporate Transaction. In addition to the foregoing, a Stock Award held by any Participant whose Continuous Service has not terminated as of the effective
date of a Change in Control may 



14







 




be
subject to additional acceleration of vesting and exercisability as set forth in such Stock Award or as set forth in any other applicable written agreement between the Participant and the Company
or any Affiliate. 


         (d)    Change in Control.    Notwithstanding any other provisions of the Plan to the contrary, if (i) a Change in
Control occurs and
(ii) within the period beginning as of the effective date of such Change in Control and ending thirteen (13) months after the effective date of such Change in Control the Participant's
Continuous Service terminates due to an involuntary termination (not including death or Disability) without Cause or due to a voluntary termination with Good Reason, then, as of the date of
termination of the Participant's Continuous Service, the vesting and exercisability of the Participant's Stock Awards shall be accelerated in full (and any reacquisition or repurchase rights held by
the Company with respect to the shares of Common Stock subject to such Stock Awards shall lapse in full, as appropriate); provided, however, that if
such potential acceleration of the vesting and exercisability of the Participant's Stock Awards (or lapse of reacquisition or repurchase rights held by the Company with respect to the shares of Common
Stock subject to such Stock Awards) would cause a contemplated Change in Control transaction that is intended to be accounted for as a "pooling-of-interests" transaction to
become ineligible for such accounting treatment under generally accepted accounting principles as determined by the Company's independent certified public accountants prior to the Change in Control,
such acceleration shall not occur. 


         (e)    Parachute Payments.    If any payment or benefit the Participant would receive pursuant to a Change in Control
from the Company or
otherwise ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax
imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall be reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the
Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking
into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in such Participant's receipt,
on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits
constituting "parachute payments" is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless the Participant elects in writing a different order
(provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the
Payment): reduction of cash payments; cancellation of accelerated vesting of Stock Awards; reduction of employee benefits. In the event that acceleration of vesting of Stock Award compensation is to
be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Participant's Stock Awards unless the Participant elects in writing a different order for
cancellation. 




        The
accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the
accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized
accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. 


        The
accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Participant
within fifteen (15) calendar days after the date on which the Participant's right to a Payment is triggered (if requested at that time by the Company or the Participant) or such other time as
requested by the Company or 


15







 



the
Participant. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company
and the Participant with an opinion reasonably acceptable to the Participant that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made
hereunder shall be final, binding and conclusive upon the Company and the Participant. 


        12.    AMENDMENT OF THE PLAN AND STOCK AWARDS.    



        (a)    Amendment of Plan.    The Board at any time, and from time to time, may amend the Plan. However, except as
provided in
Section 11 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is
necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities exchange listing requirements. 


         (b)    Stockholder Approval.    The Board may, in its sole discretion, submit any other amendment to the Plan for
stockholder approval,
including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of
performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers. 


         (c)    Contemplated Amendments.    It is expressly contemplated that the Board may amend the Plan in any respect the
Board deems necessary or
advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock
Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith. 



        (d)    No Impairment of Rights.    Rights under any Stock Award granted before amendment of the Plan shall not be
impaired by any amendment of
the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing. 


         (e)    Amendment of Stock Awards.    The Board at any time, and from time to time, may amend the terms of any one or
more Stock Awards;
provided, however, that the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the Participant and (ii) the
Participant consents in writing. 




        13.    TERMINATION OR SUSPENSION OF THE PLAN.    



         (a)    Plan Term.    The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall
terminate on the day
before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No Stock Awards may be granted under the Plan
while the Plan is suspended or after it is terminated. 



        (b)    No Impairment of Rights.    Suspension or termination of the Plan shall not impair rights and obligations under
any Stock Award granted
while the Plan is in effect except with the written consent of the Participant. 




        14.    EFFECTIVE DATE OF PLAN.    


        The
Plan shall become effective as determined by the Board, but no Stock Award shall be exercised (or, in the case of a stock bonus, shall be granted) unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board. 


        15.    CHOICE OF LAW.    


        The
law of the State of California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state's conflict of laws
rules. 


16








   GENOPTIX, INC.

2001 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)  


        Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Genoptix, Inc. (the "Company") has granted you an option under
its 2001 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined
terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 


        The
details of your option are as follows: 


        1.    VESTING.    Subject to the limitations contained herein, your option will vest as provided in your Grant Notice,
provided that vesting will cease upon the termination of your Continuous Service. 



        2.    NUMBER OF SHARES AND EXERCISE PRICE.    The number of shares of Common Stock subject to your option and your
exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. 


        3.    EXERCISE PRIOR TO VESTING ("EARLY EXERCISE").    If permitted in your Grant Notice (i.e., the "Exercise
Schedule" indicates that "Early Exercise" of your option is permitted) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your
Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the nonvested portion of your option; provided, however, that: 



        (a)   a partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest
vesting installment of unvested shares of Common Stock; 


        (b)   any shares of Common Stock so purchased from installments that have not vested as of the date of exercise shall be
subject to the purchase option in favor of the Company as described in the Company's form of Early Exercise Stock Purchase Agreement; 



        (c)   you shall enter into the Company's form of Early Exercise Stock Purchase Agreement with a vesting schedule that will
result in the same vesting as if no early exercise had occurred; and 


        (d)   if your option is an incentive stock option, then, as provided in the Plan, to the extent that the aggregate Fair Market
Value (determined at the time of grant) of the shares of Common Stock with respect to which your option plus all other incentive stock options you hold are exercisable for the first time by you during
any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order
in which they were granted) shall be treated as nonstatutory stock options. 




        4.    METHOD OF PAYMENT.    Payment of the exercise price is due in full upon exercise of all or any part of your
option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include
one or more of the following: 



        (a)   In the Company's sole discretion at the time your option is exercised and provided that at the time of exercise the
Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay
the aggregate exercise price to the Company from the sales proceeds. 


        (b)   Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in  The Wall Street Journal, by delivery of
already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the
Company's reported earnings 



1







 




(generally
six months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued
at Fair Market Value on the date of exercise. "Delivery" for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your
attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to
the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company's stock. 




        5.    WHOLE SHARES.    You may exercise your option only for whole shares of Common Stock. 


        6.    SECURITIES LAW COMPLIANCE.    Notwithstanding anything to the contrary contained herein, you may not exercise
your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option must also comply with other applicable laws and
regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 


        7.    TERM.    You may not exercise your option before the commencement of its term or after its term expires. The
term of your option commences on the Date of Grant and expires upon the earliest of the following: 



        (a)   three (3) months after the termination of your Continuous Service for any reason other than your Disability or
death, provided that if during any part of such three- (3-) month period your option is not exercisable solely because of the condition set forth in the preceding paragraph relating to
"Securities Law Compliance," your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the
termination of your Continuous Service; 


        (b)   twelve (12) months after the termination of your Continuous Service due to your Disability; 



        (c)   eighteen (18) months after your death if you die either during your Continuous Service or within three
(3) months after your Continuous Service terminates; 


        (d)   the Expiration Date indicated in your Grant Notice; or 


        (e)   the day before the tenth (10th) anniversary of the Date of Grant. 




        If
your 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 your option and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in
the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will
necessarily be treated as an "incentive stock option" if you continue to provide services to the Company or an Affiliate as a
Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment terminates. 



        8.    EXERCISE.    



        (a)   You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so
permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the 



2







 

Company,
or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. 


        (b)   By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to
enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the
lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such
exercise. 


        (c)   If your option is an incentive stock option, by exercising your option you agree that you will notify the Company in
writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the
date of your option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option. 


        (d)   By exercising your option you agree that the Company (or a representative of the underwriter(s)) may, in connection with
the first underwritten registration of the offering of any securities of the Company under the Securities Act, require that you not sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to, any shares of Common Stock or other securities of the Company held by
you, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the
Securities Act. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that
are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock
until the end of such period. The underwriters of the Company's stock are intended third party beneficiaries of this Section 8(d) and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto. 




        9.    TRANSFERABILITY.    Your option is not transferable, except by will or by the laws of descent and distribution,
and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who,
in the event of your death, shall thereafter be entitled to exercise your option. 


        10.    RIGHT OF FIRST REFUSAL.    



        (a)   Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first refusal that may
be described in the Company's bylaws in effect at such time the Company elects to exercise its right. 


        (b)   If there is no right of first refusal described in the Company's bylaws in effect at such time the Company elects to
exercise its right, then you may not validly transfer (as hereinafter defined) any of the shares of Common Stock that you acquire upon exercise of your option, or any interest in such shares, unless
such transfer is solely for cash consideration and is made in compliance with the following provisions (the Company's "Right of First Refusal"): 



          (i)  Before there can be a valid transfer of any shares or any interest therein, the record holder of the shares to be
transferred (the "Offered Shares") shall give written notice (by registered or certified mail) to the Company. Such notice shall specify the identity of the proposed transferee, the cash price offered
for the Offered Shares by the proposed transferee and the other terms and conditions of the proposed transfer. The date such notice is mailed shall be hereinafter referred to as the "notice date," and
the record holder of the Offered Shares shall be hereinafter referred to as the "Offeror." 




3







 


         (ii)  For a period of thirty (30) calendar days after the notice date, the Company shall have the option, but not the
obligation, to purchase all (or any part) of the Offered Shares at the purchase price and on the terms set forth in subsection 10(b)(iii). The Company may exercise its Right of First Refusal by
mailing (by registered or certified mail) written notice of exercise of its Right of First Refusal to the Offeror prior to the end of said thirty (30) days. 


       (iii)  The price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal
shall be the cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under subsection 10(b)(i)). The Company's notice of exercise of its Right of
First Refusal shall be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company shall acquire full right, title and interest to all of the Offered Shares. 


        (iv)  If, and only if, the option given pursuant to subsection 10(b)(ii) is not exercised, the transfer proposed in the
notice given pursuant to subsection 10(b)(i) may take place; provided, however, that such transfer must, in all respects, be exactly as proposed in said notice except that such transfer may not
take place either before the tenth (10th) calendar day after the expiration of said 30-day option exercise period or after the ninetieth (90th) calendar day after the expiration of said
30-day option exercise period, and if such transfer has not taken place prior to said ninetieth (90th) day, such transfer may not take place without once again complying with this
subsection 10(b). 


         (v)  As used in this subsection 10(b), the term "transfer" means any sale, encumbrance, pledge, gift or other form of
disposition or transfer of shares of the Company's stock or any legal or equitable interest therein; provided, however, that the term "transfer" does not include a transfer of such shares or interests
by will or by the applicable laws of descent and distribution or a bona fide gift of such shares if the donee agrees to be bound by the provisions of this Stock Option Agreement. 



        (vi)  None of the shares of the Company's stock purchased upon exercise of your option shall be transferred on the Company's
books nor shall the Company recognize any such transfer of any such shares or any interest therein unless and until all applicable provisions of this subsection 10(b) have been complied with in all
respects. The certificates of stock evidencing shares of stock purchased upon exercise of your option shall bear an appropriate legend referring to the transfer restrictions imposed by this subsection
10(b). 


       (vii)  If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of
the outstanding stock of the corporation the stock of which is subject to the provisions of your option, then in such event any and all new, substituted or additional securities to which you are
entitled by reason of your ownership of the shares acquired under your option shall be immediately subject to the Company's Right of First Refusal with the same force and effect as the shares you
acquired pursuant to the exercise of your option. 


      (viii)  To ensure that shares subject to the Company's Right of First Refusal will be available for repurchase by the Company,
the Company may require you to deposit the certificate(s) evidencing the shares that you purchase upon exercise of your option with an escrow agent designated by the Company under the terms and
conditions of an escrow agreement approved by the Company. If the Company does not require such deposit as a condition of exercise of your option, the Company reserves the right at any time to require
you to so deposit the certificate(s) in escrow. As soon as practicable after the expiration of the Company's Right of First Refusal, the agent shall deliver to you the shares and any other property no
longer subject to such restriction. In the event the shares and any other property held in escrow are subject to the Company's exercise of its Right of First Refusal, the notices 




4







 





required
to be given to you shall be given to the escrow agent, and any payment required to be given to you shall be given to the escrow agent. Within thirty (30) days after payment by the
Company for the Offered Shares, the escrow agent shall deliver the Offered Shares that the Company has repurchased to the Company and shall deliver the payment received from the Company to you. 




        (c)   The Company's Right of First Refusal shall expire on the Listing Date. 




        11.    OPTION NOT A SERVICE CONTRACT.    Your option is not an employment or service contract, and nothing in your
option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that
you might have as a Director or Consultant for the Company or an Affiliate. 


        12.    WITHHOLDING OBLIGATIONS.    



        (a)   At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you
hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "cashless exercise" pursuant to a program
developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or an Affiliate, if any, which arise in connection with your option. 



        (b)   Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable
conditions or restrictions of law, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock
having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. If the date of
determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless
you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such
determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of
Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse
consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 


        (c)   You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are
satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of
Common Stock or release such shares of Common Stock from any escrow provided for herein. 




        13.    NOTICES.    Any notices provided for in your option or the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at
the last address you provided to the Company. 


        14.    GOVERNING PLAN DOCUMENT.    Your option is subject to all the provisions of the Plan, the provisions of which
are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 


5








GENOPTIX, INC.

STOCK OPTION GRANT NOTICE

(2001 EQUITY INCENTIVE PLAN)


GENOPTIX, INC. (the "Company"), pursuant to its 2001 Equity Incentive Plan (the "Plan"), hereby grants to Optionholder an option to purchase the
number of shares of the Company's Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement, the Plan and the Notice
of Exercise, all of which are attached hereto and incorporated herein in their entirety. 



	Optionholder:	 	

	Date of Grant:	 	

	Vesting Commencement Date:	 	

	Number of Shares Subject to Option:	 	

	Exercise Price (Per Share):	 	

	Total Exercise Price:	 	

	Expiration Date:	 	






	Type of Grant:	 	o  Incentive Stock Option(1)	 	o  Nonstatutory Stock Option
	
Exercise Schedule:	
 	

[Same as Vesting Schedule]  [Early Exercise Permitted]
	
Vesting Schedule:	
 	

[1/4th of the shares vest one year after the Vesting Commencement Date.
	 	 	1/48th of the shares vest monthly thereafter over the next three years.]
	
Payment:	
 	

By one or a combination of the following items (described in the Stock Option Agreement):
	

 	
 	

               By cash or check

               Pursuant to a Regulation T Program if the Shares are publicly

               traded

               By delivery of already-owned shares if the Shares are publicly

               traded

               [By deferred payment]





Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock
Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between
Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously
granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: 



	          OTHER AGREEMENTS:	 	

	

 	
 	







	GENOPTIX, INC.	 	OPTIONHOLDER:
	

By:	
 	

 Signature	
 	

 Signature
	

Title:	
 	

	
 	

Date:	
 	


	

Date:	
 	

	
 	

 	
 	

 





ATTACHMENTS: (I) Stock Option Agreement, (II) 2001 Equity Incentive Plan and (III) Notice of Exercise 




	(1)
	If
this is an incentive stock option, it (plus your other outstanding incentive stock options) cannot be first  exercisable for more than $100,000 in any calendar year. Any excess over $100,000 is a
nonstatutory option. 








   NOTICE OF EXERCISE  



	Genoptix, Inc.

3398 Carmel Mountain Road

San Diego, CA 92121	 	Date of Exercise:	 	






Ladies
and Gentlemen: 


        This
constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below. 



	Type of option (check one):	 	Incentive  o	 	 	Nonstatutory  o
	

Stock option dated:	
 	

	

 	
 	

 
	

Number of shares as

to which option is

exercised:	
 	

	

 	
 	

 
	

Certificates to be

issued in name of:	
 	

	

 	
 	

 
	

Total exercise price:	
 	

$
	

 	
 	

 
	

Cash payment delivered

herewith:	
 	

$
	

 	
 	

 
	

[Promissory note delivered

herewith:	
 	

$
	

]	
 	

 
	

Value of            shares of

Genoptix, Inc. common

stock delivered herewith(1):	
 	

$
	

 	
 	

 







	(1)
	Shares
must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, must have been owned for
the minimum period required in the option, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed
assignment separate from certificate. 





        By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2001 Equity Incentive Plan, (ii) to provide for the
payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock
option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two
(2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. 


1







 

        I
hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the "Shares"), which are being acquired
by me for my own account upon exercise of the Option as set forth above: 


        I
acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are deemed to constitute "restricted securities" under
Rule 701 and "control securities" under Rule 144 promulgated under the Securities Act. I warrant and represent to the Company that I have no present intention of distributing or selling
said Shares, except as permitted under the Securities Act and any applicable state securities laws. 



        I
further acknowledge that I will not be able to resell the Shares for at least ninety (90) days after the stock of the Company becomes publicly traded
(i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more
restrictive conditions apply to affiliates of the Company under Rule 144. 


        I
further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the
foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company's Certificate of Incorporation, Bylaws and/or applicable securities laws. 



        I
further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the
Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same
economic effect as a sale with respect to, any Shares or other securities of the Company held by me, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty
(180) days) following the effective date of the registration statement of the Company filed under the Securities Act. I further agree to execute and deliver such other agreements as may be
reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto.
In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to my Shares until the end of such period. 



	 	 	Very truly yours,
	

 	
 	






2








GENOPTIX, INC.  


EARLY EXERCISE STOCK PURCHASE AGREEMENT

UNDER THE 2001 EQUITY INCENTIVE PLAN  


        THIS AGREEMENT is made by and between GENOPTIX, INC., a
Delaware corporation (the "Company"), and                        ("Purchaser"). 


WITNESSETH:  


        WHEREAS, Purchaser holds a stock option
dated                        to purchase shares of common stock ("Common Stock")
of the Company (the "Option") pursuant to the Company's 2001 Equity Incentive Plan (the "Plan"); and 


        WHEREAS, the Option consists of a Stock Option Grant Notice and a Stock Option Agreement; and 


        WHEREAS, Purchaser desires to exercise the Option on the terms and conditions contained herein; and 


        WHEREAS, Purchaser wishes to take advantage of the early exercise provision of the Purchaser's Option and therefore to enter into this
Agreement; 


        NOW, THEREFORE, IT IS AGREED between the parties as follows: 


        1.    INCORPORATION OF PLAN AND OPTION BY REFERENCE.    This Agreement is subject to all of the terms and conditions
as set forth in the Plan and the Option. If there is a conflict between the terms of this Agreement and/or the Option and the terms of the Plan, the terms of the Plan shall control. If there is a
conflict between the terms of this Agreement and the terms of the Option, the terms of the Option shall control. Defined terms not explicitly defined in this Agreement but defined in
the Plan shall have the same definitions as in the Plan. Defined terms not explicitly defined in this Agreement or the Plan but defined in the Option shall have the same definitions as in the Option. 


        2.    PURCHASE AND SALE OF COMMON STOCK.    



         (a)    Agreement to Purchase and Sell Common Stock.    Purchaser hereby agrees to purchase from the Company, and the
Company hereby agrees to
sell to Purchaser, shares of the Common Stock of the Company in accordance with the Notice of Exercise duly executed by Purchaser and attached hereto as Exhibit A. 


         (b)    Closing.    The closing hereunder, including payment for and delivery of the Common Stock, shall occur at the
offices of the Company
immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree; provided, however, that if
stockholder approval of the Plan is required before the Option may be exercised, then the Option may not be exercised, and the closing shall be delayed, until such stockholder approval is obtained. If
such stockholder approval is not obtained within the time limit specified in the Plan, then this Agreement shall be null and void. 




        3.    UNVESTED SHARE REPURCHASE OPTION.    



         (a)    Repurchase Option.    In the event Purchaser's Continuous Service terminates, then the Company shall have an
irrevocable option (the
"Repurchase Option") for a period of ninety (90) days after said termination (or in the case of shares issued upon exercise of the Option after such date of termination, within ninety
(90) days after the date of the exercise), or such longer period as may be agreed to by the Company and the Purchaser, to repurchase from Purchaser or Purchaser's personal representative, as
the case may be, those shares that Purchaser received pursuant to the exercise of the Option that have not as yet vested as of such termination date in accordance with the Vesting Schedule indicated
on Purchaser's Stock Option Grant Notice (the "Unvested Shares"). 








 

         (b)    Shares Repurchasable at Purchaser's Original Exercise Price.    The Company may repurchase all or any of the
Unvested Shares at a price
("Option Price") equal to the Purchaser's Exercise Price for such shares as indicated on Purchaser's Stock Option Grant Notice. 




        4.    EXERCISE OF REPURCHASE OPTION.    The Repurchase Option shall be exercised by written notice signed by an
officer of the Company and delivered or mailed as provided herein. Such notice shall identify the number of shares of Common Stock to be purchased and shall notify Purchaser of the time, place and
date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth above. The Company shall be entitled to pay for any shares of Common
Stock purchased pursuant to its Repurchase Option at the Company's option in cash or by offset against any indebtedness owing to the Company by Purchaser (including without limitation any Note given
in payment for the Common Stock), or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and
beneficial owner of the Common Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Common Stock being
repurchased by the Company, without further action by Purchaser. 


        5.    CAPITALIZATION ADJUSTMENTS TO COMMON STOCK.    In the event of a "Capitalization Adjustment" affecting the
Company's outstanding Common Stock as a class as designated in the Plan, then any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of
Purchaser's ownership of Common Stock shall be immediately subject to the Repurchase Option and be included in the word "Common Stock" for all purposes of the Repurchase Option with the same force and
effect as the shares of the Common Stock presently subject to the Repurchase Option, but only to the extent the Common Stock is, at the time, covered by such Repurchase Option. While the total Option
Price shall remain the same after each such event, the Option Price per share of Common Stock upon exercise of the Repurchase Option shall be appropriately adjusted. 



        6.    CORPORATE TRANSACTIONS.    In the event of a Corporate Transaction described in subsection 11(c) of the Plan,
then the Repurchase Option may be assigned by the Company to the successor of the Company (or such successor's parent company), if any, in connection with such Corporate Transaction. To the extent the
Repurchase Option remains in effect following such Corporate Transaction, it shall apply to the new capital stock or other property received in exchange for the Common Stock in consummation of the
Corporate Transaction, but only to the extent the Common Stock was at the time covered by such right. Appropriate adjustments shall be made to the price per share payable upon exercise of the
Repurchase Option to reflect the Corporate Transaction upon the Company's capital structure; provided, however, that the aggregate Option Price shall remain the same. 


        7.    ESCROW OF UNVESTED COMMON STOCK.    As security for Purchaser's faithful performance of the terms of this
Agreement and to insure the availability for delivery of Purchaser's Common Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the closing hereunder, to deliver to
and deposit with the Secretary of the Company or the Secretary's designee ("Escrow Agent"), as Escrow Agent in this transaction, three (3) stock assignments duly endorsed (with date and number
of shares blank) in the form attached hereto as Exhibit B, together with a certificate or certificates evidencing all of the Common Stock subject to the Repurchase Option; said documents are to
be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow
Instructions of the Company and Purchaser set forth in Exhibit C, attached hereto and incorporated by this reference, which instructions shall also be delivered to the Escrow Agent at the
closing hereunder. 


        8.    RIGHTS OF PURCHASER.    Subject to the provisions of the Option, Purchaser shall exercise all rights and
privileges of a stockholder of the Company with respect to the shares deposited in escrow. Purchaser shall be deemed to be the holder of the shares for purposes of receiving any 


2







 



dividends
that may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and been
released from the Company's Repurchase Option. 


        9.    LIMITATIONS ON TRANSFER.    In addition to any other limitation on transfer created by applicable securities
laws, Purchaser shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock while the Common Stock is subject to the Repurchase Option. After any
Common Stock has been released from the Repurchase Option, Purchaser shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock except in compliance
with the provisions herein and applicable securities laws. Furthermore, the Common Stock shall be subject to any right of first refusal in favor of the Company or its assignees that may be contained
in the Company's Bylaws. 


        10.    RESTRICTIVE LEGENDS.    All certificates representing the Common Stock shall have endorsed thereon legends in
substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto): 



        (a)   "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND
THE REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH
OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY." 


        (b)   "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." 


        (c)   "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR
ITS ASSIGNEE(S) AS PROVIDED IN THE COMPANY'S STOCK OPTION AGREEMENT." 


        (d)   Any legend required by appropriate blue sky officials. 




        11.    INVESTMENT REPRESENTATIONS.    In connection with the purchase of the Common Stock, Purchaser represents to the
Company the following: 



        (a)   Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is acquiring the Common Stock for investment for Purchaser's own account only and not with a
view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. 



        (b)   Purchaser understands that the Common Stock has not been registered under the Securities Act by reason of a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. 


        (c)   Purchaser further acknowledges and understands that the Common Stock must be held indefinitely unless the Common Stock is
subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register
the Common Stock. Purchaser understands that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer 



3







 




of
the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. 


        (d)   Purchaser is familiar with the provisions of Rules 144 and 701, under the Securities Act, as in effect from time
to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the
securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the satisfaction of certain of the conditions
specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement. 



        (e)   In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the
Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public
information about the Company and (ii) the resale occurring following the required holding period under Rule 144 after the Purchaser has purchased, and made full payment of (within the
meaning of Rule 144), the securities to be sold. 


        (f)    Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market
upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and
that, in such event, Purchaser would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. 


        (g)   Purchaser further warrants and represents that Purchaser has either (i) preexisting personal or business
relationships, with the Company or any of its officers, directors or controlling persons, or (ii) the capacity to protect his own interests in connection with the purchase of the Common Stock
by virtue of the business or financial expertise of the Purchaser or of professional advisors to Purchaser who are unaffiliated with and who are not compensated by the Company or any of its
affiliates, directly or indirectly. 




        12.    MARKET STAND-OFF AGREEMENT.    By exercising the Option Purchaser agrees that the Company (or a
representative of the underwriters) may, in connection with any underwritten registration of the offering of any securities of the Company under the Securities Act, require that the Purchaser not
sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to, any
shares of Common Stock or other securities of the Company held by Purchaser, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the
effective date of the registration statement of the Company filed under the Securities Act. Purchaser further agrees to execute and deliver such other agreements as may be reasonably requested by the
Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to Purchaser's Common Stock until the end of such period. The underwriters of the Company's stock are intended third party beneficiaries of this
Section 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 



        13.    SECTION 83(b) ELECTION.    Purchaser understands that Section 83(a) of the Code, taxes as
ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse. In this context, 


4







 



"restriction"
includes the right of the Company to buy back the Common Stock pursuant to the Repurchase Option set forth above. Purchaser understands that Purchaser may elect to be taxed at the time
the Common Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue
Service within thirty (30) days from the date of purchase. Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common
Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in
adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election with his or her federal income tax return for the calendar year
in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common
Stock hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code,
the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b)
Election and paying all taxes resulting from such election or the lapse of the restrictions on the Common Stock. 


        14.    REFUSAL TO TRANSFER.    The Company shall not be required (a) to transfer on its books any shares of
Common Stock of the Company which shall have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such shares or to accord the right to
vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred. 


        15.    NO EMPLOYMENT RIGHTS.    This Agreement is not an employment contract and nothing in this Agreement shall
affect in any manner whatsoever the right or power of the Company (or a parent or subsidiary of the Company) to terminate Purchaser's employment for any reason at any time, with or without cause and
with or without notice. 


        16.    MISCELLANEOUS.    



         (a)    Notices.    Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal
delivery or sent by telegram or fax or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the other party hereto at such party's
address hereinafter shown below its signature or at such other address as such party may designate by ten (10) days' advance written notice to the other party hereto. 



        (b)    Successors and Assigns.    This Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the
restrictions on transfer herein set forth, be binding upon Purchaser, Purchaser's successors, and assigns. The Company may assign the Repurchase Option hereunder at any time or from time to time, in
whole or in part. 


         (c)    Attorneys' Fees; Specific Performance.    Purchaser shall reimburse the Company for all costs incurred by the
Company in enforcing the
performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys' fees. It is the intention of the parties that the Company, upon
exercise of the Repurchase Option and payment of the Option Price, pursuant to the terms of this Agreement, shall be entitled to receive the Common Stock, in specie, in order to have such Common Stock
available for future issuance without dilution of the holdings of other stockholders. Furthermore, it is expressly agreed between the parties that money damages are inadequate to compensate the
Company for the Common Stock and that the Company shall, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive said Common Stock. 



5







 




        (d)    Governing Law; Venue.    This Agreement shall be governed by and construed in accordance with the laws of the
State of California. The
parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction
and venue of, the appropriate state or federal court for the district encompassing the Company's principal place of business. 


         (e)    Further Execution.    The parties agree to take all such further action(s) as may reasonably be necessary to
carry out and consummate
this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are
the subject of this Agreement. 


         (f)    Independent Counsel.    Purchaser acknowledges that this Agreement has been prepared on behalf of the Company
by Cooley Godward llp,
counsel to the Company and that Cooley Godward llp does not represent, and is not acting on behalf of, Purchaser. Purchaser has been provided with an opportunity to consult with Purchaser's own
counsel with respect to this Agreement. 


        (g)    Entire Agreement; Amendment.    This Agreement constitutes the entire agreement between the parties with respect
to the subject matter
hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in
writing signed by each of the parties hereto. 


         (h)    Severability.    If one or more provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms. 


         (i)    Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which
together shall constitute one instrument. 




                IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of                        , 2001. 



	 	 	GENOPTIX, INC.
	

 	
 	

By	

 
	 	 	 	

	

 	
 	

Title	

 
	 	 	 	

	

 	
 	

Address:	

3398 Carmel Mountain Road

San Diego, CA 92121
	

 	
 	

 Purchaser
	

Address:	
 	


	

 	
 	







ATTACHMENTS:  



	Exhibit A	 	Notice of Exercise
	Exhibit B	 	Assignment Separate from Certificate
	Exhibit C	 	Joint Escrow Instructions




6








STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE  


        FOR VALUE RECEIVED,                        hereby sells, assigns and transfers unto Genoptix, Inc., a Delaware
corporation (the "Company"), pursuant to the Repurchase Option under that certain Early Exercise Stock Purchase Agreement,
dated                        by and between the undersigned and the Company (the
"Agreement"),                        
(                        ) shares of Common Stock of the Company standing in the undersigned's name on the books of the Company
represented by Certificate No(s).                        
and does hereby irrevocably constitute and appoint the Company's Secretary as attorney to transfer said Common Stock on the books of the Company with full power of substitution in the premises. This
Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the repurchase of shares of Common Stock issued to the undersigned pursuant
to the Agreement, and only to the extent that such shares remain subject to the Company's Repurchase Option under the Agreement. 



	Dated:	 	
	 	 
	

 	
 	

 	
 	

 (Signature)
	

 	
 	

 	
 	

 (Print Name)





(INSTRUCTION:    Please do not fill in any blanks other than the "Signature" line and the "Print Name"
line.)








   JOINT ESCROW INSTRUCTIONS  


Secretary

Genoptix, Inc.

3398 Carmel Mountain Road

San Diego, CA 92121 


Dear
Sir or Madam: 


        As
Escrow Agent for both GENOPTIX, INC., a Delaware corporation ("Company"), and the undersigned purchaser of Common Stock of the
Company ("Purchaser"), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Early Exercise Stock Purchase Agreement ("Agreement"), dated
                        to which a copy of these Joint Escrow Instructions is attached as Exhibit C, in accordance with the
following instructions: 


        1.     In the event the Company or an assignee shall elect to exercise the Repurchase Option set forth in the Agreement, the
Company or its assignee will give to Purchaser and you a written notice specifying the number of shares of Common Stock to be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 


        2.     At the closing you are directed (a) to date any stock assignments necessary for the transfer in question,
(b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of Common Stock to be transferred, to the Company
against the simultaneous delivery to you of the purchase price (which may include suitable acknowledgment of cancellation of indebtedness) of the number of shares of Common Stock being purchased
pursuant to the exercise of the Repurchase Option. 


        3.     Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of Common Stock to be
held by you hereunder and any additions and substitutions to said shares as specified in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as the Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock
certificates necessary or appropriate to make all securities negotiable and complete any transaction herein contemplated. 



        4.     This escrow shall terminate upon expiration or exercise in full of the Repurchase Option, whichever occurs first. 


        5.     If at the time of termination of this escrow you should have in your possession any documents, securities, or other
property belonging to Purchaser, you shall deliver all of same to Purchaser and shall be discharged of all further obligations hereunder; provided,
however, that if at the time of termination of this escrow you are advised by the Company that the property subject to this escrow is the subject of a pledge or other security
agreement, you shall deliver all such property to the pledgeholder or other person designated by the Company. 


        6.     Except as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified
or revoked only by a writing signed by all of the parties hereto. 


        7.     You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall
be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties or their assignees. You
shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith and any act 


1







 



done
or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 



        8.     You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other
person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or
comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance,
notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 



        9.     You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or
delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 


        10.   You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint
Escrow Instructions or any documents deposited with you. 


        11.   Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if
you shall resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company as successor Escrow Agent and Purchaser
hereby confirms the appointment of such successor or successors as the Purchaser's attorney-in-fact and agent to the full extent of your appointment. 


        12.   If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations
in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 


        13.   It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of
possession of the securities, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled
either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been
perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. 


        14.   Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal
delivery, including delivery by express courier or five days after deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the
other parties hereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days' advance written notice to each of the other parties hereto: 



	COMPANY:	 	Genoptix, Inc.

3398 Carmel Mountain Road

San Diego, CA 92121
	
PURCHASER:	
 	


	

 	
 	


	

 	
 	


	
ESCROW AGENT:	
 	

Secretary

Genoptix, Inc.

3398 Carmel Mountain Road

San Diego, CA 92121





2







 

        15.   By signing these Joint Escrow Instructions you become a party hereto only for the purpose of said Joint Escrow
Instructions; you do not become a party to the Agreement. 


        16.   You shall be entitled to employ such legal counsel and other experts (including without limitation the firm of Cooley
Godward llp) as you may deem necessary properly to advise you in connection with your obligations hereunder. You may rely upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor. The Company shall be responsible for all fees generated by such legal counsel in connection with your obligations hereunder. 


        17.   This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
permitted assigns. It is understood and agreed that references to "you" or "your" herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed that
the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part. 



        18.   This Agreement shall be governed by and interpreted and determined in accordance with the laws of the State of
California, as such laws are applied by California courts to contracts made and to be performed entirely in California by residents of that state. 



	 	 	Very truly yours,
	

 	
 	
GENOPTIX, INC.
	

 	
 	

By	

 
	 	 	 	

	

 	
 	

Title	

 
	 	 	 	

	

 	
 	
PURCHASER:
	

 	
 	


	
ESCROW AGENT:	
 	

 	

 
	

	
 	

 	

 




3








   NOTICE OF EXERCISE  



	Genoptix, Inc.

3398 Carmel Mountain Road

San Diego, CA 92121	 	



Date of Exercise:	 
	 	 	 	






Ladies
and Gentlemen: 


        This
constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below. 



	Type of option (check one):	 	 	Incentive o	 	Nonstatutory o
	

Stock option dated:	
 	
 	

 	
 	

 
	

Number of shares as to which option is exercised:	
 	
 	

 	
 	

 
	

Certificates to be issued in name of:	
 	
 	

 	
 	

 
	

Total exercise price:	
 	
$	

 	
 	

 
	

Cash payment delivered herewith:	
 	
$	

 	
 	

 
	

[Promissory note delivered herewith:	
 	
$	

 	
]	

 
	

Value of                shares of Genoptix, Inc. common stock delivered herewith(1)	
 	
$	

 	
 	

 







	(1)
	Shares
must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, must have been owned for
the minimum period required in the option, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed
assignment separate from certificate. 



        By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2001 Equity Incentive Plan, (ii) to provide for the
payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock
option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within
two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. 


        I
hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the "Shares"), which are being acquired
by me for my own account upon exercise of the Option as set forth above: 


        I
acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are deemed to constitute "restricted securities" under
Rule 701 and "control securities" under Rule 144 promulgated under the Securities Act. I warrant and represent to the Company that I have no present intention of distributing or selling
said Shares, except as permitted under the Securities Act and any applicable state securities laws. 


        I
further acknowledge that I will not be able to resell the Shares for at least ninety (90) days after the stock of the Company becomes publicly traded
(i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more
restrictive conditions apply to affiliates of the Company under Rule 144. 


1







 



        I
further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the
foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company's Certificate of Incorporation, Bylaws and/or applicable securities laws. 



        I
further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the
Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same
economic effect as a sale with respect to, any Shares or other securities of the Company held by me, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty
(180) days) following the effective date of the registration statement of the Company filed under the Securities Act. I further agree to execute and deliver such other agreements as may be
reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant,
the Company may impose stop-transfer instructions with respect to my Shares until the end of such period. 



	

 	

Very truly yours,
	



 	



 
	

 	






2











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