Form of Executive Incentive Stock Option Agreement



 Exhibit 10.8 
 Option No.:              
 ARCA
DISCOVERY, INC. 
 2004 STOCK INCENTIVE PLAN 
 INCENTIVE STOCK OPTION AGREEMENT 
 ARCA Discovery, Inc., a Delaware corporation (the “Company”),
hereby grants an option (the “Option”) to purchase shares of its common stock, $0.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the Option are set forth in this Incentive
Stock Option Agreement, consisting of this cover sheet and the attached terms (the “Option Agreement”) and in the Company’s 2004 Stock Incentive Plan (the “Plan”). Capitalized terms not defined in the Option Agreement
are as defined in the Plan. 
 Grant Date:             , 200  

 Name of Optionee:
                                         
                    
 Optionee’s Social Security
Number:         -        -         
 Number of Shares Covered by Option:                      
 Option Price per Share: $            .         (At
least 100% of Fair Market Value) 
 Vesting Start Date:             ,
         
 By signing this cover sheet, you agree to all of the terms and conditions
described in the Option Agreement (including the attached terms) and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this
Option Agreement should appear to be inconsistent. 
  

							
	Optionee:	 		  	  
	  	
		 		  	(Signature)	  	
				
	Company:	 	By:	  	  
	  	
		 		  	(Signature)	  	
				
		 	Title:	  	  
	  	

 Attachment 
 This is not a stock certificate or a negotiable instrument 







 ARCA DISCOVERY, INC. 
 2004 STOCK INCENTIVE PLAN 
 INCENTIVE STOCK OPTION AGREEMENT 
  

			
	Incentive Stock Option	  	This Option applies to the number of shares of Stock set forth on the cover sheet of this Option Agreement (the “Option Shares”), and gives you certain rights, as set forth
herein, to purchase the Option Shares, at a price per share equal to the Option price set forth on the cover sheet. This Option is intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted
accordingly. If you cease to be an employee of the Company, its parent or a subsidiary (“Employee”) but continue to provide Service, this Option will be deemed a nonstatutory stock option ninety (90) days after you cease to be an
Employee. In addition, to the extent that all or part of this Option exceeds the $100,000 rule of section 422(d) of the Internal Revenue Code, this Option or the lesser excess part will be deemed to be a nonstatutory stock option.
		
	Vesting	  	 This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. Subject to the preceding
sentence, you may exercise this Option, in whole or in part, to purchase a whole number of vested shares not less than one hundred (100) shares (unless the total number of vested shares under the Option is less than 100 shares, in which case you may
purchase such total) by following the procedures set forth in the Plan and below in this Option Agreement.
 Your right to purchase the Option Shares vests as
follows: twenty-five percent (25%) vests one year after Vesting Start Date and 6.25% vests at the end of each three (3) month period thereafter. The resulting aggregate number of vested shares will be rounded to the nearest whole number, and you
cannot vest in more than the number of Option Shares.
  
 Notwithstanding the foregoing
vesting schedule, if a Change of Control (as defined in the Plan) occurs prior to expiration of this Option and at a time when you remain in Service as an Employee, then fifty percent (50%) of your unvested Option Shares shall become fully and
immediately vested upon the closing date of such Change of Control (to the extent such Option Shares have not yet then vested), and any remaining unvested Option Shares shall continue to vest according to the vesting schedule set forth herein;
provided, however, that on the earlier to occur of (i) the one-year anniversary of the closing date of such Change of Control and (ii) your Involuntary Termination Date (as defined below), any Option Shares that remain unvested on such earlier date
shall become fully and immediately vested (provided further, that, in the case of clause (i), you remain in continuous Service as an Employee during such one-year period).
  
 You will experience an “Involuntary Termination Date” on your employment termination
date if your Service is terminated by the Company or its successor without Cause or by you for Good Reason. For purposes of this Option Agreement, “Cause” means that you have committed or engaged in: (i) willful misconduct, gross
negligence, theft, fraud, or other illegal or dishonest conduct,


  

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		  	 any of which are considered to be materially harmful to the Company; (ii) refusal, unwillingness, failure, or inability to perform material job
duties or habitual absenteeism; or (iii) violation of fiduciary duty, violation of any duty of loyalty, or material breach of any material term of any contract between you and the Company; and, “Good Reason” means (i) the relocation
of your normal principal place of work greater than thirty (30) miles from your then current normal work location; (ii) a decrease in your then current base salary of more than fifteen percent (15%), other than any such decrease resulting from a
general reduction by the Company in the base salary of all similarly situated employees; or (iii) the Company unilaterally makes significant detrimental reductions in your job responsibilities; provided, that you shall give written notice to the
Chairman of the Company’s Board of Directors setting forth your intent to resign for Good Reason and the facts in support of your claim that Good Reason exists; and the Company shall have twenty (20) days after the applicable party has received
such notice to take such actions, if any, as the Company may deem appropriate to eliminate such claimed Good Reason (without thereby admitting that such Good Reason had occurred). If the Company so acts to eliminate such claimed Good Reason, then
you shall not be deemed to be resigning for Good Reason under such facts.
  
 No additional
Option Shares will vest after your Service has terminated for any reason. As described below, in certain cases this Option will expire after your Service, and the vesting of this Option has already terminated.

		
	Term	  	This Option will expire in any event at the close of business at Company headquarters on the day before the tenth (10th) anniversary of the Grant Date, as shown on the cover sheet. This Option will expire earlier if your Service terminates, as described below.
		
	Regular Termination	  	If your Service terminates for any reason, other than death, Disability or Cause, then this Option will expire at the close of business at Company headquarters on the ninetieth
(90th) day after your termination date.
		
	Termination for Cause	  	If your Service is terminated for Cause, then you shall immediately forfeit all rights to this Option and the Option, including any vested portion, shall immediately expire.
		
	Death	  	 If your Service terminates because of your death, then this Option will expire at the close of business at Company headquarters on the date twelve
(12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of this Option.
 In addition,
if you die during the ninety (90) day period described in connection with a regular termination (i.e., a termination of your Service not on account of your death, Disability or Cause), and a vested portion of this Option has not yet been exercised,
then this Option will instead expire on the date twelve (12) months after your termination date. In such a case, during the period following your death up to the date twelve (12) months after your termination date, your estate or heirs may exercise
the vested portion of this Option.

		
	Disability	  	If your Service terminates because of your Disability, then this Option will

  

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		  	expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.
		
	Leaves of Absence	  	 For purposes of this Option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the
Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating ninety (90) days after you went on
employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.
  
 The Company determines, in its sole discretion, which leaves count for this purpose, and when your
Service terminates for all purposes under the Plan.

		
	Notice of Exercise	  	 When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given
on the form. Your notice must specify how many shares you wish to purchase (in a parcel of at least one hundred (100) shares generally). Your notice must also specify how your shares of Stock should be registered (in your name only or in your and
your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
  
 If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do
so.

		
	Form of Payment	  	 When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be made in
one (or a combination) of the following forms:
  
 •        Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.
  
 •        Shares
of Stock which have already been owned by you for more than six (6) months and that are owned free of any liens, claims, encumbrances or securities interests and which are surrendered to the Company; provided, that such tender would not
violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. The value of the shares, as determined in good faith by the Company’s Board of Directors as of the effective date of the Option
exercise, will be applied to the option price.
  
 •        To the extent a public market for the Stock exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities
broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes.

		
	Withholding Taxes	  	You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result

  

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		  	of the Option exercise or sale of Stock acquired under this Option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required
relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate.
		
	Transfer of Option	  	 During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise
this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of
this Option in your will or it may be transferred upon your death by the laws of descent and distribution.
  
 Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in this
Option in any other way.

		
	Market Stand-off Agreement	  	In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the
Company’s initial public offering, you agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing
transactions with respect to any Option Shares without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the
underwriters (not to exceed 180 days in length (or such longer period, not to exceed eighteen (18) days after the expiration of the one hundred eighty (180) day period, as the underwriters or the Company shall request in order to facilitate
compliance with NASD Rule 2711)) provided, however, that nothing contained in this section shall prevent the exercise of a repurchase option, if any, in favor of the Company during such period. 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 Option Shares until the end of such period.
		
	Investment Representation; Securities Law Compliance	  	If the sale of Stock under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and
agree at the time of exercise that the Stock being acquired upon exercise of this Option is being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or
appropriate by the Company and its counsel. Notwithstanding anything to the contrary contained herein, you may not exercise this Option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act of
1933, as amended, 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

  

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		  	registration requirements of the Securities Act. The exercise of this Option also must comply with other applicable laws and regulations governing this Option, and you may not exercise this
Option if the Company determines that such exercise would not be in material compliance with such laws and regulations.
		
	The Company’s Right of First Refusal	  	 In the event that you propose to sell, pledge or otherwise transfer to a third party any Option Shares, or any interest in such Option Shares, the
Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Option Shares. If you desire to transfer any Option Shares, you must give a written notice (a “Transfer Notice”) to
the Company describing fully the proposed transfer, including the number of shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee.
  
 The Transfer Notice shall be signed both by you and by the proposed new transferee and must
constitute a binding commitment of both parties to the transfer of the shares. The Company shall have the right to purchase all, and not less than all, of such Option Shares on the terms of the proposal described in the Transfer Notice (subject,
however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company.
  
 If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date
when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Stock subject to the Transfer Notice on the terms and conditions described in the
Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require
compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Stock on the terms set forth in the Transfer Notice within sixty (60) days after the
date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Stock was to be made in a
form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Stock with lawful money equal to the present value of the consideration described in the Transfer Notice.
  
 In the case of any purchase of Stock under this Right of First Refusal, at the option of the Company,
the Company may pay you the purchase price in three or fewer annual installments. Interest shall be credited on the installments at the applicable federal rate (as determined for purposes of Section 1274 of the Code) in effect on the date on
which the purchase is made. The Company shall pay at least one-third of the total purchase price each year, plus interest on the unpaid balance, with the first payment being made on or before the sixtieth (60th) day after the purchase.
  
 The Company’s rights under this subsection shall be freely assignable, in whole or in part, shall inure to the benefit of its successors and assigns and shall be


  

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		  	 binding upon any transferee of the Option Shares.
  
 The Company’s Right of First Refusal shall terminate in the event that the Stock is listed on an established national or regional stock exchange, is admitted for
quotation on The Nasdaq Stock Market, Inc., or is publicly traded in an established securities market.

		
	Retention Rights	  	Neither this Option nor this Option Agreement gives you the right to be retained by the Company (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and any Parent,
Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason.
		
	Stockholder Rights	  	You, or your estate or heirs, have no rights as a stockholder of the Company until a certificate for your Option’s shares has been issued (or an appropriate book entry has been made). No
adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this Option and the option price per share shall be adjusted (and rounded
down to the nearest whole number) if required pursuant to the Plan. This Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
		
	Legends	  	 All certificates representing the Stock issued upon exercise of this Option shall, where applicable, have endorsed thereon the following legends:

  
 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

		
		  	“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT
BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION OR QUALIFICATION THEREOF UNDER SUCH ACT AND SUCH APPLICABLE STATE OR OTHER JURISDICTION’S SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.”
		
	Applicable Law	  	This Option Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Option Agreement to the substantive law of another jurisdiction.
		
	The Plan	  	The text of the Plan is incorporated in this Option Agreement by reference.

  

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		  	 Certain capitalized terms used in this Option Agreement are defined in the Plan, and have the meaning set forth in the Plan.
  
 This Option Agreement and the Plan constitute the entire understanding between you and the Company
regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.

		
	Other Agreements	  	You agree, as a condition of the grant of this Option, that in connection with the exercise of the Option, you will execute such document(s) as necessary to become a party to any stockholder
agreement or voting trust as the Company may require.
		
	Certain Dispositions	  	If you sell or otherwise dispose of any Option Shares following termination of the Company’s Right of First Refusal and sooner than the one year anniversary of the date you acquired the
Stock, then you agree to notify the Company in writing of the date of sale or disposition, the number of shares of Stock sold or disposed of and the sale price per share within thirty (30) days of such sale or disposition.

 By signing the cover sheet of this Option Agreement, you agree to all of the terms and
conditions described above and in the Plan. 
  

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