Unassociated Document


    EXHIBIT
10.4

     

    TA
INDIGO HOLDING CORPORATION

     

    2007
Stock Option and Grant Plan

     

     

    
       
SECTION
1.  GENERAL
PURPOSE OF THE PLAN; DEFINITIONS

    

     

    The name
of the plan is the TA Indigo Holding Corporation 2007 Stock Option and Grant
Plan (the “Plan”).  The purpose of the Plan is to encourage and enable
the officers, employees, directors and other key persons (including prospective
employees, but conditioned on their employment, and consultants) of TA Indigo
Holding Corporation, a Delaware corporation (including any successor entity, the
“Company”) and any Subsidiary, upon whose judgment, initiative and efforts the
Company and its Subsidiaries largely depend for the successful conduct of their
businesses, to acquire a proprietary interest in the Company.  It is
anticipated that providing such persons with a direct stake in the Company’s
welfare will assure a closer identification of their interests with those of the
Company and its stockholders, thereby stimulating their efforts on the Company’s
behalf and strengthening their desire to remain with the Company and its
Subsidiaries.

     

    The
following terms shall be defined as set forth below:

     

    “Act” means the Securities Act
of 1933, as amended, and the rules and regulations thereunder.

     

    “Award” or “Awards,” except where
referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards,
Unrestricted Stock Awards, Restricted Stock Units or any combination of the
foregoing.

     

    “Award Agreement” means a
written or electronic agreement setting forth the terms and provisions
applicable to an Award granted under the Plan.  Each Award Agreement
is subject to the terms and conditions of the Plan.

     

    “Board” means the Board of
Directors of the Company.

     

    “Cause” shall have the meaning
as set forth in the Award Agreement(s). In the case that any Award Agreement
does not contain the definition of “Cause,” it should have the meaning as
determined in good faith by the Board.

     

    “Code” means the Internal
Revenue Code of 1986, as amended, and any successor Code, and related rules,
regulations and interpretations.

     

    “Committee” means the
Committee referred to in Section 2.

     

    “Deferral Period” means, with
respect to a Restricted Stock Unit, the period of time between the date of grant
thereof and the date on which such Restricted Stock Unit is due to be
settled in
accordance with its terms.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “Effective Date” means the date on which
the Plan is approved by stockholders as set forth at the end of this
Plan.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.

     

    “Fair Market Value” of the
Stock on any given date means the fair market value of the Stock determined in
good faith by the Committee based on the reasonable application of a reasonable
valuation method not inconsistent with Section 409A of the Code.  If
the Stock is admitted to quotation on a national securities exchange, the
determination shall be made by reference to market quotations.  If
there are no market quotations for such date, the determination shall be made by
reference to the last date preceding such date for which there are market
quotations; provided further, however, that if the
date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on a national securities exchange, the Fair
Market Value shall be the “Price to the Public” (or equivalent) set forth on the
cover page for the final prospectus relating to the Company’s Initial Public
Offering.

     

    “Incentive Stock Option” means
any Stock Option designated and qualified as an “incentive stock option” as
defined in Section 422 of the Code.

     

    “Initial Public Offering”
means the consummation of the first fully underwritten, firm commitment public
offering pursuant to an effective registration statement under the Act covering
the offer and sale by the Company of its equity securities, as a result of or
following which the Stock shall be publicly held.

     

    “NASDAQ” means the NASDAQ
Stock Market LLC.

     

    “Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.

     

    “Option” or “Stock Option” means any
option to purchase shares of Stock granted pursuant to
Section 5.

     

    “Restricted Stock Award”
means an Award granted pursuant to Section 6 entitling the recipient to acquire,
at such purchase price (which may be zero) as determined by the Committee,
shares of Stock subject to such restrictions and conditions as the Committee may
determine at the time of grant, which purchase price shall be payable in cash or
other form of consideration (which may be zero) acceptable to the
Committee.

     

    “Restricted Stock Unit” means
an Award of phantom stock units to a grantee, which may be settled in cash or
stock as determined by the Committee, pursuant to Section 8.

     

     “Sale Event” shall mean
and include any of the following: (a) consummation of a merger or consolidation
of the Company with or into any other corporation or other entity in which
holders of the Company’s voting securities immediately prior to such merger or
consolidation will not, directly or indirectly, continue to hold at least a
majority of the outstanding voting securities of the Company; (b) a sale, lease,
exchange or other transfer (in one transaction or a related series of
transactions) of all or substantially all of the Company’s and its Subsidiaries’
assets on a consolidated basis to an unrelated person or entity; or (c) the
sale, exchange or transfer by the Company’s stockholders of voting control, in a
single transaction or series of related transactions, other than as a result of
(i) an acquisition of securities directly from the Company or (ii) an
acquisition of securities by the Company which by reducing the voting securities
outstanding increases the proportionate voting power represented by the voting
securities owned by any such person or group of persons to fifty percent (50%)
or more of the combined voting power of such voting securities.

     

    


    
      
        
           


        

        
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    “Section 409A” means Section
409A of the Code and the regulations and other guidance promulgated
thereunder.

     

    “Stock” means the Common
Stock, par value $0.01 per share, of the Company, subject to adjustments
pursuant to Section 3.

     

    “Stockholders Agreement” means
the Stockholders Agreement dated as of June __, 2007, by and among the Company
and the parties thereto.

     

    “Subsidiary” means any
corporation or other entity (other than the Company) in which the Company has at
least a fifty percent (50%) interest, either directly or
indirectly.

     

    “Ten Percent Owner” means an
employee who owns or is deemed to own (by reason of the attribution rules of
Section 424(d) of the Code) more than ten percent (10%) of the combined voting
power of all classes of stock of the Company or any parent of the Company or any
Subsidiary.

     

    “Unrestricted Stock Award”
means an Award of shares of Stock free of any vesting restrictions granted
pursuant to Section 7.

     

     

    
       
SECTION
2.  ADMINISTRATION OF PLAN;
COMMITTEE AUTHORITY TO SELECT GRANTEES AND DETERMINE
AWARDS

    

     

    (a)           Administration of
Plan.  The Plan shall be administered by the Board, or at the
discretion of the Board, by a committee of the Board, comprised, except as
contemplated by Section 2(c), of not less than two (2) non-employee
Directors, at least one of which is a TA Investor Nominee (as such term is
defined in the Stockholders Agreement) and at least one of which is a Rho
Investor Nominee (as such term is defined in the Stockholders
Agreement).  All references herein to the Committee shall be deemed to
refer to the group then responsible for administration of the Plan at the
relevant time (i.e., either the Board or a committee or committees of the Board,
as applicable).

     

    (b)           Powers of
Committee.  The Committee shall have the power and authority to
grant Awards consistent with the terms of the Plan, including the power and
authority:

     

    (i)           to
select the individuals to whom Awards may from time to time be
granted;

     

    


    
      
        
           


        

        
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    (ii)           to
determine the time or times of grant, and the extent, if any, of Incentive Stock
Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted
Stock Awards, Restricted Stock Units, or any combination of the foregoing,
granted to any one or more grantees;

     

    (iii)           to
determine the number of shares of Stock to be covered by any Award and, subject
to the provisions of Section 5(a)(i) below, the price, exercise price,
conversion ratio or other price relating thereto;

     

    (iv)           to
determine and, subject to Section 12, to modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and
grantees, and to approve the form of written instruments evidencing the
Awards;

     

    (v)           to
accelerate at any time the exercisability or vesting of all or any portion of
any Award;

     

    (vi)           to
impose any limitations on Awards granted under the Plan, including limitations
on transfers, repurchase provisions and the like and to exercise repurchase
rights or obligations;

     

    (vii)           subject
to any restrictions applicable to Incentive Stock Options, to extend at any time
the period in which Stock Options may be exercised; and

     

    (viii)          at
any time to adopt, alter and repeal such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall deem
advisable; to interpret the terms and provisions of the Plan and any Award
(including related written instruments); to make all determinations it deems
advisable for the administration of the Plan; to decide all disputes arising in
connection with the Plan; and to otherwise supervise the administration of the
Plan.

     

    All
decisions and interpretations of the Committee shall be binding on all persons,
including the Company and Plan grantees.

     

    (c)           Delegation of Authority to
Grant Options.  Subject to applicable law, the Committee, in
its discretion, may delegate to the chief executive officer or president of the
Company to designate officers or employees to be recipients of Options, and to
determine the number of such Options to be received by such officers or
employees; provided, however, that the
resolution so authorizing the chief executive officer or president shall specify
the total number of Options the chief executive officer or president may so
award and may not delegate to the chief executive officer or president the
authority to set the strike price or the vesting terms of such
Options.  Any such delegation by the Committee shall also provide that
the chief executive officer or president may not grant awards to himself or
herself (or other members of senior management) or any of his, her or their
family members or affiliates without the approval of the Board.  The
Committee may revoke or amend the terms of a delegation at any time but such
action shall not invalidate any prior actions of the Committee's delegate or
delegates that were consistent with the terms of the Plan.

     

    


    
      
        
           


        

        
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    (d)           Award
Agreement.  Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award
which may include, without limitation, the term of an Award, the provisions
applicable in the event employment or service terminates, and the Company’s
authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.

     

    (e)           Indemnification.  Neither
the Board nor the Committee, nor any member of either or any delegate thereof,
shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with the Plan, and the members of
the Board and the Committee (and any delegate thereof) shall be entitled in all
cases to indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including, without limitation, reasonable
attorneys’ fees) arising or resulting therefrom to the fullest extent permitted
by law and/or under the Company’s articles or bylaws or any directors’ and
officers’ liability insurance coverage which may be in effect from time to time
and/or any indemnification agreement between such individual and the
Company.

     

    (f)           Foreign Award
Recipients.  Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the
Company or any Subsidiary operate or have employees or other individuals
eligible for Awards, the Committee, in its sole discretion, shall have the power
and authority to: (i) determine which Subsidiaries, if any, shall be covered by
the Plan; (ii) determine which individuals, if any, outside the United States
are eligible to participate in the Plan; (iii) modify the terms and conditions
of any Award granted to individuals outside the United States to comply with
applicable foreign laws; (iv) establish subplans and modify exercise procedures
and other terms and procedures, to the extent the Committee determines such
actions to be necessary or advisable (and such subplans and/or modifications
shall be attached to this Plan as appendices); provided, however, that no such
subplans and/or modifications shall increase the share limitation contained in
Section 3(a) hereof; and (v) take any action, before or after an Award is made, that
the Committee determines to be necessary or advisable to obtain approval or
comply with any local governmental regulatory exemptions or
approvals.  Notwithstanding the foregoing, the Committee may not take
any actions hereunder, and no Awards shall be granted, that would violate the
Exchange Act or any other applicable United States securities law, the Code, or
any other applicable United States governing statute or law.

     

    (g)           Deferral
Arrangement.  The Committee may establish rules and procedures,
consistent with Section 409A, setting forth the circumstances under which the
distribution or the receipt of Stock and other amounts payable with respect to
an Award shall be deferred either automatically or at the election of the
grantee and whether and to what extent the Company shall pay or credit amounts
constituting interest (at rates determined by the Committee) or dividends or
deemed dividends on such deferrals.

     

     

    
       
SECTION
3.  STOCK
ISSUABLE UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS;
SUBSTITUTION

    

     

    (a)           Stock
Issuable.  The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be four million (4,000,000) shares,
subject to adjustment as provided in Section 3(b); provided however, that the authorized Plan amount shall
be automatically increased by such number of shares equal to the shares
underlying any awards that are forfeited, canceled, reacquired by the
Company prior to vesting, or otherwise terminated under the TA Indigo Holding Corporation
2007 Restricted Preferred Stock Plan (but not in excess of 2,033,320
shares), with such increase
taking place upon each termination. For purposes of this
limitation, the shares of Stock underlying any Awards issued under the Plan that
are forfeited, canceled, withheld upon exercise of an Option or settlement of an
Award to cover the exercise price or tax withholding, reacquired by the Company
prior to vesting, satisfied without the issuance of Stock or otherwise
terminated (other than by exercise) shall be added back to the shares of Stock
available for issuance under the Plan. Subject to such overall limitations,
shares of Stock may be issued up to such maximum number pursuant to any type or
types of Award. The shares available for issuance under the Plan may be
authorized but unissued shares of Stock or shares of Stock reacquired by the
Company.

     

    


    
      
        
           


        

        
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    (b)           Changes in
Stock.  Subject to Section 3(c) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company’s capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger or
consolidation, sale of all or substantially all of the assets of the Company,
the outstanding shares of Stock are converted into or exchanged for securities
of the Company or any successor entity (or a parent or subsidiary thereof), or,
in the event of an extraordinary cash dividend or similar distribution paid in
respect of securities of the Company, the Committee shall make an appropriate
and equitable or proportionate adjustment in (i) the maximum number of shares
reserved for issuance under the Plan, (ii) if applicable, the number of Stock
Options that can be granted to any one individual grantee, (iii) the number and
kind of shares or other securities subject to any then outstanding Awards under
the Plan, (iv) the repurchase price, if any, per share subject to each
outstanding Restricted Stock Award, and (v) the price for each share subject to
any then outstanding Stock Options under the Plan, without changing the
aggregate exercise price (i.e., the exercise price multiplied by the number of
Stock Options) as to which such Stock Options remain
exercisable.  Notwithstanding the foregoing, no adjustment shall be
made under this Section 3(b) if the Committee determines that such action could
cause any Award to fail to satisfy the conditions of any applicable exception
from the requirements of Section 409A or otherwise could subject the grantee to
the additional tax imposed under Section 409A in respect of an outstanding Award
or constitute a modification, extension or renewal of an Incentive Stock Option
within the meaning of Section 424(h) of the Code.  The adjustment
by the Committee shall be final, binding and conclusive.  No
fractional shares of Stock shall be issued under the Plan resulting from any
such adjustment, but the Committee in its discretion may make a cash payment in
lieu of fractional shares.

     

    (c)           Mergers and Other
Transactions.  Upon consummation of a Sale Event, the Plan and
all outstanding Awards granted hereunder shall terminate, unless provision is
made in connection with the Sale Event in the sole discretion of the parties
thereto for the assumption or continuation by the successor entity of Awards
theretofore granted (an “Assumed Award”), or the substitution of such Awards
with new awards of the successor entity or parent thereof (a “Substituted
Award”), with an equitable or proportionate adjustment  as
to the number and kind of shares and, if appropriate, the per share exercise
prices, as such parties shall agree (after taking into account any acceleration
hereunder).  In connection with any Sale Event in which all of the
consideration is cash, the parties to any such Sale Event may also provide that
some or all outstanding Awards that would otherwise not be fully vested and
exercisable in full after giving effect to the Sale Event will be converted (a
“Converted Award”) into the right to receive the consideration payable to
holders of Stock in the Sale Event (net of the applicable exercise price),
subject to any remaining vesting provisions relating to such Awards and the
other terms and conditions of the Sale Event (such as indemnification
obligations and purchase price adjustments) to the extent provided by the
parties regarding the effect on Converted Awards of termination of employment
following a Sale Event.  Terms relating to vesting, if any, in
connection with a Sale Event shall be as determined by the Board and as
specified in the relevant Award Agreement.

     

    


    
      
        
           


        

        
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    (d)           Substitute
Awards.  The Committee may grant Awards under the Plan in
substitution for stock and similar stock based awards held by employees,
directors or other key persons (including prospective employees, but conditioned
on their employment, and consultants) of another corporation in connection with
the merger or consolidation of the employing corporation with the Company or a
Subsidiary or the acquisition by the Company or a Subsidiary of property or
stock of the employing corporation.  The Committee may direct that the
substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.  Any substitute Awards
granted under the Plan shall not count against the share limitation set forth in
Section 3(a).

     

     

    
       
SECTION
4.    ELIGIBILITY

    

     

    Grantees
under the Plan will be such full or part-time officers and other employees,
directors and key persons (including prospective employees, but conditioned on
their employment, and consultants) of the Company and any Subsidiary who are
selected from time to time by the Committee in its sole discretion; provided, however, that an
Incentive Stock Option may be granted only to a person who, at the time the
Incentive Stock Option is granted, is an employee of the Company or any
Subsidiary.

     

     

    
       
SECTION
5.    STOCK
OPTIONS

    

     

    Any Stock
Option granted under the Plan shall be pursuant to a Stock Option Award
Agreement which shall be in such form as the Committee may from time to time
approve.  Option Award Agreements need not be identical.

     

    Stock
Options granted under the Plan may be either Incentive Stock Options or
Non-Qualified Stock Options.  Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary that is a “subsidiary
corporation” within the meaning of Section 424(f) of the
Code.  To the extent that any Option does not qualify as an Incentive
Stock Option, it shall be deemed a Non-Qualified Stock Option.

     

    


    
      
        
           


        

        
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    No
Incentive Stock Option shall be granted under the Plan after the date which is
ten (10) years from the date the Plan is approved by the Board.

     

    (a)           Terms of Stock
Options.  The Committee in its discretion may grant Stock
Options to eligible employees and key persons (including prospective employees,
but conditioned on their employment, and consultants) of the Company or any
Subsidiary.  Stock Options granted pursuant to this Section 5(a)
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.  If the Committee so determines,
Stock Options may be granted in lieu of cash compensation at the optionee’s
election, subject to such terms and conditions as the Committee may
establish.

     

    (i)           Exercise
Price.  The exercise price per share for the Stock covered by a
Stock Option granted pursuant to Section 5(a) shall be determined by the
Committee at the time of grant but shall not be less than one hundred percent
(100%) of the Fair Market Value on the date of grant in the case of an Incentive
Stock Option.  In the case of an Incentive Stock Option that is
granted to a Ten Percent Owner, the option price of such Incentive Stock Option
shall be not less than one hundred ten percent (110%) of the Fair Market Value
on the grant date.

     

    (ii)           Option
Term.  The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten (10) years
after the date the Stock Option is granted.  In the case of an
Incentive Stock Option that is granted to a Ten Percent Owner, the term of such
Stock Option shall be no more than five (5) years from the date of
grant.

     

    (iii)           Exercisability; Rights of a
Stockholder.  Stock Options shall become exercisable at such
time or times, whether or not in installments, as shall be determined by the
Committee at or after the grant date.  The Committee may at any time
accelerate the exercisability of all or any portion of any Stock
Option.  An optionee shall have the rights of a stockholder only as to
shares acquired upon the exercise of a Stock Option and not as to unexercised
Stock Options.  An optionee shall not be deemed to have acquired any
such shares unless and until a Stock Option shall have been exercised pursuant
to the terms hereof, the Company shall have issued and delivered a certificate
representing the shares to the optionee, and the optionee’s name shall have been
entered on the books of the Company as a stockholder.

     

    (iv)           Method of
Exercise.  Stock Options may be exercised in whole or in part,
by giving written notice of exercise to the Company, specifying the number of
shares to be purchased.  Payment of the purchase price may be made by
one or more of the following methods (or any combination thereof) to the extent
provided in the Option Award Agreement:

     

    (A)           In
cash, by certified or bank check, by wire transfer of immediately available
funds, or other instrument acceptable to the Committee;

     

    (B)           By
the optionee delivering to the Company a promissory note if the Board has
expressly authorized the loan of funds to the optionee for the purpose of
enabling or assisting the optionee to effect the exercise of his or her Stock
Option; provided that at least so much
of the exercise price as represents the par value of the Stock shall be paid
other than with a promissory note if otherwise required by state
law;

     

    


    
      
        
           


        

        
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    (C)           If
the Initial Public Offering has occurred, through the delivery (or attestation
to the ownership) of shares of Stock that have been purchased by the optionee on
the open market or that are beneficially owned by the optionee and are not then
subject to restrictions under any Company plan. To the extent required to avoid
variable accounting treatment under FAS 123R or other applicable accounting
rules, such surrendered shares if originally purchased from the Company shall
have been owned by the optionee for at least six (6) months. Such surrendered
shares shall be valued at Fair Market Value on the exercise date;
and

     

    (D)           If
permitted by the Committee, by the optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the
Company for the purchase price; provided that in the event the
optionee chooses to pay the purchase price as so provided, the optionee and the
broker shall comply with such procedures and enter into such agreements of
indemnity and other agreements as the Committee shall prescribe as a condition
of such payment procedure; and

     

    (E)           If
permitted by the Committee, by delivery of a notice of “net exercise” to the
Company, pursuant to which the optionee shall receive the number of shares of
Stock underlying the Stock Option so exercised reduced by the number of shares
of Stock equal to the aggregate exercise price of the Stock Option divided by
the Fair Market Value on the date of exercise.

     

    Payment
instruments will be received subject to collection.  No certificates
for shares of Stock so purchased will be issued to optionee until the Company
has completed all steps required by law to be taken in connection with the
issuance and sale of the shares, including without limitation (i) receipt of a
representation from the optionee at the time of exercise of the Option that the
optionee is purchasing the shares for the optionee’s own account and not with a
view to any sale or distribution thereof, (ii) the legending of any certificate
representing the shares to evidence the foregoing restrictions, and (iii)
obtaining from optionee payment or provision for all withholding taxes due as a
result of the exercise of the Option.  The delivery of certificates
representing the shares of Stock to be purchased pursuant to the exercise of a
Stock Option will be contingent upon receipt from the optionee (or a purchaser
acting in his or her stead in accordance with the provisions of the Stock
Option) by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Option Award Agreement or
applicable provisions of laws.  In the event an optionee chooses to
pay the purchase price by previously-owned shares of Stock through the
attestation method, the number of shares of Stock transferred to the optionee
upon the exercise of the Stock Option shall be net of the number of shares
attested to.

     

    (b)           Annual Limit on Incentive
Stock Options.  To the extent required for “incentive stock
option” treatment under Section 422 of the Code, the aggregate Fair Market
Value (determined as of the time of grant) of the shares of Stock with respect
to which Incentive Stock Options granted under this Plan and any other plan of
the Company or its parent and any Subsidiary become exercisable for the first
time by an optionee during any calendar year shall not exceed One Hundred
Thousand Dollars ($100,000).  To the extent that any Stock Option
exceeds this limit, it shall constitute a Non-Qualified Stock
Option.

     

    


    
      
        
           


        

        
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    (c)           Non-Transferability of
Options.  No Stock Option shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution and all Stock
Options shall be exercisable, during the optionee’s lifetime, only by the
optionee, or by the optionee’s legal representative or guardian in the event of
the optionee’s incapacity.  Notwithstanding the foregoing, the
Committee, in its sole discretion, may provide in the Award Agreement regarding
a given Option that the optionee may transfer, without consideration for the
transfer, his or her Non-Qualified Stock Options to members of his or her
immediate family, to trusts for the benefit of such family members, or to
partnerships in which such family members are the only partners, provided that
the transferee agrees in writing with the Company to be bound by all of the
terms and conditions of this Plan and the applicable Option.

     

     

    
       
SECTION
6.    RESTRICTED STOCK
AWARDS

    

     

    (a)           Nature of Restricted Stock
Awards.   The Committee shall determine the restrictions
and conditions applicable to each Restricted Stock Award at the time of
grant.  Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives.  The grant of a Restricted Stock Award is contingent
on the grantee executing the Restricted Stock Award Agreement.  The
terms and conditions of each such Award Agreement shall be determined by the
Committee, and such terms and conditions may differ among individual Awards and
grantees, all of whom must be eligible persons under Section 4
hereof.

     

    (b)           Rights as a
Stockholder.  Upon execution of the Restricted Stock Award
Agreement and payment of any applicable purchase price, a grantee of Restricted
Stock shall be considered the record owner of and shall be entitled to vote the
Shares of Restricted Stock if, and to the extent, such Shares are entitled to
voting rights, subject to such conditions contained in the Restricted Stock
Award Agreement.  Except as otherwise provided for in any agreement or
waiver letter, the grantee shall be entitled to receive all dividends and any
other distributions declared on the Shares; provided, however, that the Company
is under no duty to declare any such dividends or to make any such distribution.
The Restricted Stock Award Agreement may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted
Stock. Unless the Committee shall otherwise determine, certificates evidencing
the Restricted Stock shall remain in the possession of the Company until such
Restricted Stock is vested as provided in subsection (d) below of this
Section, and the grantee shall be required, as a condition of the grant, to
deliver to the Company a stock power endorsed in blank and such other
instruments of transfer as the Committee may prescribe.

     

    (c)           Restrictions.  Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or
disposed of except as specifically provided herein or in the Restricted Stock
Award Agreement.  Except as may otherwise be provided by the Committee
either in the Award Agreement or, subject to Section 12 below, in writing after
the Award Agreement is issued, if any, if a grantee’s employment (or other
service relationship) with the Company or any Subsidiary terminates, the Company
or its assigns shall have the right or shall agree, as may be specified in the
relevant instrument, to repurchase some or all of the shares of Stock subject to
the Award at such purchase price as is set forth in the Restricted Stock Award
Agreement.

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    (d)           Vesting of Restricted
Stock. The Committee at the time of grant shall specify the date or dates
and/or the attainment of pre-established performance goals, objectives and other
conditions on which Restricted Stock shall become vested, subject to such
further rights of the Company or its assigns as may be specified in the
Restricted Stock Award Agreement.

     

     

    
       
SECTION
7.    UNRESTRICTED STOCK
AWARDS

    

     

    (a)           Grant or Sale of
Unrestricted Stock.  The Committee may, in its sole discretion,
grant (or sell at par value or such higher purchase price determined by the
Committee) an Unrestricted Stock Award under the Plan.  Unrestricted
Stock Awards may be granted in respect of past services or other valid
consideration, or in lieu of cash compensation due to such grantee.

     

    (b)           Elections to Receive
Unrestricted Stock In Lieu of Compensation.  Upon the request
of an eligible person under Section 4 hereof and with the consent of the
Committee, each such grantee may, pursuant to an advance written election
delivered to the Company no later than the date specified by the Committee,
receive a portion of the cash compensation otherwise due to such grantee in the
form of shares of Unrestricted Stock either currently or on a deferred
basis.

     

    (c)           Restrictions on
Transfers.  The right to receive shares of Unrestricted Stock
on a deferred basis may not be sold, assigned, transferred, pledged or otherwise
encumbered, other than by will or the laws of descent and
distribution.

     

     

    
       
SECTION
8.    RESTRICTED STOCK
UNITS

    

     

    (a)           Nature of Restricted Stock
Units.   The Committee shall determine the restrictions
and conditions applicable to each Restricted Stock Unit at the time of
grant.  Conditions may be based on continuing employment (or other
service relationship) and/or achievement of pre-established performance goals
and objectives.  The grant of Restricted Stock Unit(s) is contingent
on the grantee executing the Restricted Stock Unit Award
Agreement.  The terms and conditions of each such Award Agreement
shall be determined by the Committee, shall be consistent with Section 409A, and
such terms and conditions may differ among individual Awards and
grantees.  At the end of the Deferral Period applicable to any
Restricted Stock Unit, such Restricted Stock Unit(s), to the extent vested,
shall be settled in the form of cash or shares of Stock, as specified in the
Award Agreement.

     

    (b)           Election to Receive
Restricted Stock Units in Lieu of Compensation.  The Committee
may, in its sole discretion, permit a grantee to elect to receive a portion of
future cash compensation otherwise due to such grantee in the form of a
Restricted Stock Unit.  Any such election shall be made in writing and
shall be delivered to the Company no later than the date specified by the
Committee and in accordance with Section 409A and such other rules and
procedures established by the Committee.  Upon any such election, any
such future cash compensation shall be converted to a fixed number of Restricted
Stock Unit(s) based on the Fair Market Value of Stock on the date the
compensation would otherwise have been paid to the grantee if such payment had
not been deferred through conversion into the Restricted Stock Unit(s). The
Committee shall have the sole right to determine whether and under what
circumstances to permit such elections and to impose such limitations and other
terms and conditions thereon as the Committee deems appropriate.

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    (c)           Rights as a
Stockholder.  A grantee shall have the rights of a stockholder
only as to shares of Stock, if any, acquired upon settlement of a Restricted
Stock Unit. A grantee shall not be deemed to have acquired any such shares
unless and until a Restricted Stock Unit shall have been settled in Stock
pursuant to the terms hereof, the Company shall have issued and delivered a
certificate representing the shares to the grantee, and the grantee’s name shall
have been entered in the books of the Company as a stockholder.

     

    (d)           Termination.  Except
as may otherwise be provided by the Committee either in the Award Agreement or
in writing after the Award Agreement is issued, a grantee’s right in all
Restricted Stock Units that have not vested shall automatically terminate upon
the grantee’s termination of employment (or cessation of service relationship)
with the Company and any Subsidiary for any reason.

     

     

    
       
SECTION
9.    TAX
WITHHOLDING

    

     

    (a)           Payment by
Grantee.  Each grantee shall, no later than the date as of
which the value of an Award or of any Stock or other amounts received thereunder
first becomes includable in the gross income of the grantee for Federal income
tax purposes, pay to the Company, or make arrangements satisfactory to the
Committee regarding payment of, any Federal, state, or local taxes of any kind
required by law to be withheld by the Company with respect to such
income.  The Company and any Subsidiary shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the grantee.  The Company’s obligation to deliver
stock certificates to any grantee is subject to and conditioned on any such tax
withholding obligations being satisfied by the grantee.

     

    (b)           Payment in
Stock.  Subject to approval by the Committee, a grantee may
elect to have the Company’s minimum required tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from
shares of Stock to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due, or (ii) transferring to the Company
shares of Stock owned by the grantee with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the minimum withholding
amount due.

     

     

    
       
SECTION
10.    ADDITIONAL CONDITIONS
APPLICABLE TO NONQUALIFIED   DEFERRED COMPENSATION UNDER SECTION
409A.

    

     

    In the
event any Stock Option under the Plan is materially modified and deemed a new
grant at a time when the Fair Market Value exceeds the exercise price, or any
other Award is otherwise determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A (a “409A Award”), the following
additional conditions shall apply and shall supersede any contrary provisions of
this Plan or the terms of any agreement relating to such 409A
Award.

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    (a)           Exercise and
Distribution.  Except as provided in Section 10(b) hereof, no
409A Award shall be exercisable or distributable earlier than upon one of the
following:

     

    (i)           Specified
Time.  A specified time or a fixed schedule set forth in the
written instrument evidencing the 409A Award.

     

    (ii)           Separation from
Service.  Separation from service (within the meaning of
Section 409A) by the 409A Award grantee; provided, however, that if the
409A Award grantee is a “specified employee” (as defined in Treasury Regulation
1.409A-1(i)) and any of the Company’s Stock is publicly traded on an established
securities market or otherwise, exercise or distribution under this Section
10(a)(ii) may not be made before the date that is six (6) months after the date
of separation from service.

     

    (iii)           Death.  The
date of death of the 409A Award grantee.

     

    (iv)           Disability.  The
date the 409A Award grantee becomes disabled (within the meaning of Section
10(c)(ii) hereof).

     

    (v)           Unforeseeable
Emergency.  The occurrence of an unforeseeable emergency
(within the meaning of Section 10(c)(iii) hereof), provided that the net value
(after payment of the exercise price) of the number of shares of Stock that are
issued does not exceed the amounts necessary to satisfy such emergency plus
amounts necessary to pay taxes reasonably anticipated as a result of the
exercise, after taking into account the extent to which the emergency is or may
be relieved through reimbursement or compensation by insurance or otherwise or
by liquidation of the grantee’s other assets (to the extent such liquidation
would not itself cause severe financial hardship), or by the cessation of
deferrals under the Plan.

     

    (vi)           Change in Control
Event.  The occurrence of a Change in Control Event (within the
meaning of Section 10(c)(i) hereof), including the Company’s discretionary
exercise of the right to accelerate vesting (but not payment except in
connection with Plan termination)of such grant upon a Change in Control Event or
to terminate the Plan or any 409A Award granted hereunder within twelve (12)
months of the Change in Control Event.

     

    (b)           No
Acceleration.  A 409A Award may not be accelerated or exercised
prior to the time specified in Section 10(a) hereof, except in the case of one
of the following events:

     

    (i)           Domestic Relations
Order.  The 409A Award may permit the acceleration of the
exercise or distribution time or schedule to an individual other than the
grantee as may be necessary to comply with the terms of a domestic relations
order (as defined in Section 414(p)(1)(B) of the Code).

     

    (ii)           Conflicts of
Interest.  The 409A Award may permit the acceleration of the
exercise or distribution time or schedule as may be necessary to comply with the
terms of a certificate of divestiture (as defined in Section 1043(b)(2) of the
Code).

     

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    (iii)           Change in Control
Event.  The Committee may exercise the discretionary right to
accelerate the vesting (but not payment except in connection with Plan
termination)of such 409A Award upon a Change in Control Event or to terminate
the Plan or any 409A Award granted thereunder within twelve (12) months of the
Change in Control Event and cancel the 409A Award for compensation.

     

    (c)           Definitions.  Solely
for purposes of this Section 10 and not for other purposes of the Plan, the
following terms shall be defined as set forth below:

     

    (i)           “Change
in Control Event” means the occurrence of a change in the ownership of the
Company, a change in effective control of the Company, or a change in the
ownership of a substantial portion of the assets of the Company (as defined in
Section 1.409A-3(g) of the final regulations promulgated under Section 409A by
the Department of the Treasury on April 17, 2007 or any subsequent
guidance).

     

    (ii)           “Disabled”
means a grantee who (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than
three months under an accident and health plan covering employees of the Company
or its Subsidiaries.

     

    (iii)           “Unforeseeable
Emergency” means a severe financial hardship to the grantee resulting from an
illness or accident of the grantee, the grantee’s spouse, the grantee’s
beneficiary, or a dependent (as defined in Section 152 of the Code without
regard to Section 152(b)(1), (b)2), and (d)(1)(B)) of the grantee, loss of the
grantee’s property due to casualty, or similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
grantee.

     

     

    
       
SECTION
11.    TRANSFER, LEAVE OF ABSENCE,
ETC.

    

     

    For
purposes of the Plan, the following events shall not be deemed a termination of
employment:

     

    (a)           a
transfer to the employment of the Company from a Subsidiary or from the Company
to a Subsidiary, or from one Subsidiary to another; or

     

    (b)           an
approved leave of absence for military service, sickness or disability, or for
any other purpose approved by the Company, if the employee’s right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

     

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


     

    
       
SECTION
12.    AMENDMENTS AND
TERMINATION

    

     

    The Board
may, at any time, amend or discontinue the Plan and the Committee may, at any
time, amend or cancel any outstanding Award (or provide substitute Awards at the
same or a reduced exercise or purchase price or with no exercise or purchase
price in a manner not inconsistent with the terms of the Plan, provided that such price, if
any, must satisfy the requirements which would apply to the substitute or
amended Award if it were then initially granted under this Plan for the purpose
of satisfying changes in law or for any other lawful purpose), but no such
action shall adversely affect rights under any outstanding Award without the
holder’s consent.  The Committee may exercise its discretion to reduce
the exercise price of outstanding Stock Options or effect repricing through
cancellation and re-grants.  To the extent determined by the Committee
to be required either by the Code to ensure that Incentive Stock Options granted
under the Plan are qualified under Section 422 of the Code or otherwise,
Plan amendments shall be subject to approval by the Company stockholders
entitled to vote at a meeting of stockholders.  Nothing in this
Section 12 shall limit the Board’s or Committee’s authority to take any
action permitted pursuant to Section 3(c).

     

     

    
       
SECTION
13.    STATUS OF
PLAN

    

     

    With
respect to the portion of any Award that has not been exercised and any payments
in cash, Stock or other consideration not received by a grantee, a grantee shall
have no rights greater than those of a general creditor of the Company unless
the Committee shall otherwise expressly determine in connection with any Award
or Awards.  In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the Company’s obligations to
deliver Stock or make payments with respect to Awards hereunder, provided that the existence of
such trusts or other arrangements is consistent with the foregoing
sentence.

     

     

    
       
SECTION
14.    GENERAL
PROVISIONS

    

     

    (a)           No Distribution; Compliance
with Legal Requirements. The Committee may require each person acquiring
Stock pursuant to an Award to represent to and agree with the Company in writing
that such person is acquiring the shares without a view to distribution
thereof.  No shares of Stock shall be issued pursuant to an Award
until all applicable securities law and other legal and stock exchange or
similar requirements have been satisfied.  The Committee may require
the placing of such stop-orders and restrictive legends on certificates for
Stock and Awards as it deems appropriate.

     

    (b)           Delivery of Stock
Certificates.  Stock certificates to grantees under this Plan
shall be deemed delivered for all purposes when the Company or a stock transfer
agent of the Company shall have mailed such certificates in the United States
mail, addressed to the grantee, at the grantee’s last known address on file with
the Company.

     

    (c)           Other Compensation
Arrangements; No Employment Rights.  Nothing contained
in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases.  The
adoption of this Plan and the grant of Awards do not confer upon any employee
any right to continued employment with the Company or any
Subsidiary.

     

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    (d)           Trading Policy
Restrictions.  Option exercises and other Awards under the Plan
shall be subject to such Company’s insider-trading-policy-related restrictions,
terms and conditions as may be established by the Committee, or in accordance
with policies set by the Committee, from time to time.

     

    (e)           Loans to Award
Recipients.  The Company shall have the authority, to the
extent permitted by law, to make loans to recipients of Awards hereunder
(including to facilitate the purchase of shares) and shall further have the
authority to issue shares for promissory notes hereunder.

     

    (f)           Designation of
Beneficiary.  Each grantee to whom an Award has been made under
the Plan may designate a beneficiary or beneficiaries to exercise any Award or
receive any payment of stock under any Award payable on or after the grantee’s
death.  Any such designation shall be on a form provided for that
purpose by the Committee and shall not be effective until received by the
Committee.  If no beneficiary has been designated by a deceased
grantee, or if the designated beneficiaries have predeceased the grantee, the
beneficiary shall be the grantee’s estate.

     

    (g)           Legend.  Any
certificate(s) representing the Issued Shares shall carry substantially the
following legend:

     

    
      	 	The transferability
      of this certificate and the shares of stock represented hereby are subject
      to the restrictions, terms and conditions (including repurchase and
      restrictions against transfers) contained in the TA Indigo Holding
      Corporation 2007 Stock Option and Grant Plan and any agreement entered
      into thereunder by and between the company and the holder of this
      certificate (a copy of which is available at the offices of the company
      for examination).	 


    

     

     

    
       
SECTION
15.    EFFECTIVE DATE OF
PLAN

    

     

    This Plan
shall become effective upon approval by the holders of a majority of the votes
cast at a meeting of stockholders at which a quorum is
present.  Subject to such approval by the stockholders and to the
requirement that no Stock may be issued hereunder prior to such approval, Stock
Options and other Awards may be granted hereunder on and after adoption of this
Plan by the Board. No grants of Stock Options and other Awards may be made
hereunder after the tenth (10th)
anniversary of the Effective Date and no grants of Incentive Stock Options may
be made hereunder after the tenth (10th)
anniversary of the date the Plan is approved by the Board.

     

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


     

    
       
SECTION
16.    GOVERNING
LAW

    

     

    This Plan
and all Awards and actions taken thereunder shall be governed by, and construed
in accordance with, the laws of the State of Delaware, applied without regard to
conflict of law principles.

     

    

      
        
          	
                  DATE APPROVED BY THE BOARD OF
      DIRECTORS:

                	
                  June
      15, 2007

                
	 	 
	
                  DATE APPROVED BY THE
      STOCKHOLDERS:

                	
                  June
      15, 2007

                


        

      

    

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    INTRALINKS
HOLDINGS, INC.

     

    FIRST
AMENDMENT TO 2007 STOCK OPTION AND GRANT
PLAN

     

    March 8,
2010

    


    In
accordance with Section 12 of the TA Indigo Holding Corporation 2007 Stock
Option and Grant Plan (the “Plan”), the Plan is
hereby amended as follows:

    


    1.           The
first paragraph of Section 1 is hereby deleted in its entirety and replaced with
the following:

    


    “The name
of the plan is the IntraLinks Holdings, Inc. 2007 Stock Option and Grant Plan
(the “Plan”).  The purpose of the Plan is to encourage and enable the
officers, employees, directors and other key persons (including prospective
employees, but conditioned on their employment, and consultants) of IntraLinks
Holdings, Inc., (f/k/a TA Indigo Holding Corporation), a Delaware corporation
(including any successor entity, the “Company”) and any Subsidiary, upon whose
judgment, initiative and efforts the Company and its Subsidiaries largely depend
for the successful conduct of their businesses, to acquire a proprietary
interest in the Company.  It is anticipated that providing such
persons with a direct stake in the Company’s welfare will assure a closer
identification of their interests with those of the Company and its
stockholders, thereby stimulating their efforts on the Company’s behalf and
strengthening their desire to remain with the Company and its
Subsidiaries.”

     

    2.           The
first sentence of Section 3(a) is hereby deleted in its entirety and replaced
with the following:

    


    “Stock
Issuable.  The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be eight million (8,000,000) shares,
subject to adjustment as provided in Section 3(b); provided however, that the authorized Plan amount shall
be automatically increased by such number of shares equal to the shares
underlying any awards that are forfeited, canceled, reacquired by the
Company prior to vesting, or otherwise terminated under the TA Indigo Holding Corporation
2007 Restricted Preferred Stock Plan (but not in excess of 2,033,320
shares), with such increase
taking place upon each termination.”

    


    This
First Amendment (this “Amendment”) to the
Plan constitutes an integral part of the Plan.  For all purposes of
this Amendment, capitalized terms used herein without definition shall have the
meanings specified in the Plan, as the Plan shall be in effect on the date
hereof after giving effect to the Amendment.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    This
Amendment is executed pursuant to Section 12 of the Plan and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with all of the terms and provisions of the Plan, including Section
12 thereof.  Except as expressly amended or waived by the terms of
this Amendment, the terms and conditions of the Plan shall remain unamended and
unwaived.  The amendment set forth herein shall be limited precisely
as provided for herein to the provisions expressly amended herein and shall not
be deemed to be a waiver of, amendment or, consent to or modification of any
other term or provision of any other document or of any transaction or further
action on the part of the Company.

    


               This
Amendment shall be binding upon and inure to the benefit of the Company and its
respective successors and assigns.

    


    [Signature
Page Follows]

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the
Company has executed this Amendment as of the date first written
above.

    
       

      
        	 
      	
                INTRALINKS HOLDINGS,
      INC.

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                /s/ Gary Hirsch

              
	 
      	 
      	 
      
	 
      	
                Name:

              	
                Gary Hirsch

              
	 
      	 
      	 
      
	 
      	
                Title:

              	
                Secretary and
SVP

              


      

      
 

       

       

       

      
 

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Incentive
Stock Option Agreement

    under
the TA Indigo Holding Corporation

    2007
Stock Option and Grant Plan

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Name
      of Optionee:

                              	 
      	 
      	
                                (the
      “Optionee”)

                              
	 	 	 	 
	
                                No. of Option
      Shares:

                              	 
      	 
      	
                                Shares
      of Common Stock

                              
	 	 	 	 
	
                                Grant
      Date:

                              	 
      	 
      	
                                (the
      “Grant Date”)

                              
	 	 	 	 
	
                                Expiration
      Date:

                              	 
      	 
      	
                                (the
      “Expiration Date”)

                              
	 	 	 	 
	
                                Option
      Exercise Price/Share:

                              	
                                $

                              	 
      	
                                (the
      “Option Exercise
Price”)

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    Pursuant
to the TA Indigo Holding Corporation 2007 Stock Option and Grant Plan (the
“Plan”), TA Indigo Holding Corporation, a Delaware corporation (together with
all successors thereto, the “Company”), hereby grants to the Optionee, who is an
employee of the Company or any of its Subsidiaries, an option (the “Stock
Option”) to purchase on or prior to the Expiration Date, or such earlier date as
is specified herein, all or any part of the number of shares of Common Stock,
par value $0.001 per share (“Common Stock”), of the Company indicated above (the
“Option Shares,” and such shares once issued shall be referred to as the “Issued
Shares”), at the Option Exercise Price per share, subject to the terms and
conditions set forth in this Incentive Stock Option Agreement (this “Agreement”)
and in the Plan.  This Stock Option is intended to qualify as an
“incentive stock option” as defined in Section 422(b) of the Internal
Revenue Code of 1986, as amended from time to time (the “Code”).  To
the extent that any portion of the Stock Option does not so qualify, it shall be
deemed a non-qualified stock option.

     

    1.           
Definitions.  For the purposes
of this Agreement, the following terms shall have the following respective
meanings.  All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Plan.

     

    “Bankruptcy” shall
mean (i) the filing of a voluntary petition under any bankruptcy or insolvency
law, or a petition for the appointment of a receiver or the making of an
assignment for the benefit of creditors, with respect to the Optionee or any
Permitted Transferee, or (ii) the Optionee or any Permitted Transferee being
subjected involuntarily to such a petition or assignment or to an attachment or
other legal or equitable interest with respect to the Optionee’s or such
Permitted Transferee’s assets, which involuntary petition or assignment or
attachment is not discharged within sixty (60) days after its date, and (iii)
the Optionee or any Permitted Transferee being subject to a transfer of the
Stock Option or the Issued Shares by operation of law (including by divorce,
even if not insolvent), except by reason of death.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “Cause” means, in the
absence of any employment or similar agreement between an Optionee and the
Company or any Subsidiary otherwise defining Cause, dismissal by the Company of
the Optionee as a result of (i) the commission of any act by the Optionee
constituting financial dishonesty against the Company or any Subsidiary (which
act would be chargeable as a crime under applicable law); (ii) the Optionee’s
engaging in any other act of fraud, intentional misrepresentation, moral
turpitude, illegality or harassment; (iii) unauthorized use or disclosure by an
Optionee of any proprietary information or trade secrets of the Company or any
other party to whom the Optionee owes an obligation of nondisclosure as a result
of his or her relationship with the Company; (iv) the repeated failure by the
Optionee to follow the directives of the chief executive officer or
president of the
Company or any Subsidiary, the Board, or the board of directors or managers of
any Subsidiary; or (v) any material misconduct, violation of the Company’s or
any Subsidiary’s policies, or willful and deliberate non-performance of duty by
the Optionee in connection with the business affairs of the Company or any
Subsidiary.  In the event there is an employment or similar agreement
between an Optionee and the Company or any Subsidiary otherwise defining Cause,
“Cause” shall have the meaning provided in such agreement.

     

    “Permitted
Transferees” shall mean any of the following to whom the Optionee may
transfer Issued Shares hereunder (as set forth in
Section 8):  the Optionee’s spouse, children (natural or
adopted), stepchildren, a trust for their sole benefit of which the Optionee is
the settlor; provided, however, that any
such trust does not require or permit distribution of any Issued Shares during
the term of this Agreement unless subject to its terms, or a partnership in
which such family members are the only partners.  Upon the death of
the Optionee (or a Permitted Transferee to whom shares have been transferred
hereunder), the term Permitted Transferees shall also include such deceased
Optionee’s (or such deceased Permitted Transferee’s) estate, executions,
administrations, personal representations, heirs, legatees and distributees, as
the case may be.

     

    “Person” shall mean
any individual, corporation, partnership (limited or general), limited liability
company, limited liability partnership, association, trust, joint venture,
unincorporated organization or any similar entity.

     

    “Sale Event” shall
mean and include any of the following: (a) consummation of a merger or
consolidation of the Company with or into any other corporation or other entity
in which holders of the Company’s voting securities immediately prior to such
merger or consolidation will not, directly or indirectly, continue to hold at
least a majority of the outstanding voting securities of the Company; (b) a
sale, lease, exchange or other transfer (in one transaction or a related series
of transactions) of all or substantially all of the Company’s and its
Subsidiaries’ assets on a consolidated basis to an unrelated person or entity;
or (c) the sale, exchange or transfer by the Company’s stockholders of voting
control, in a single transaction or series of related transactions, other than
as a result of (i) an acquisition of securities directly from the Company
or (ii) an acquisition of securities by the Company which by reducing the
voting securities outstanding increases the proportionate voting power
represented by the voting securities owned by any such person or group of
persons to fifty percent (50%) or more of the combined voting power of such
voting securities.

     

    “Subsidiary” means any
corporation or other entity (other than the Company) in which the Company has at
least a fifty percent (50%) interest, either directly or
indirectly.

    

      
        
           


        

        
          2

          
            

          

        

        
           


        

      



    2.           Vesting, Exercisability and
Termination.

     

    (a)           No
portion of this Stock Option may be exercised until such portion shall have
vested.

     

    (b)           Except
as set forth below and in Section 6, and subject to the determination of
the Committee in its sole discretion to accelerate the vesting schedule
hereunder, this Stock Option shall be vested and exercisable with respect to the
Option Shares on the respective dates indicated below:

     

    
      
        
          	
                  Incremental
      (Aggregate Number)

                   

                  of Option Shares
Exercisable

                	
                  Vesting Date

                
	 	 
	
                   
      25%

                	
                  June
      30, 2008

                   

                
	
                  1.78%

                	
                  Beginning
      July 31, 2008 and in

                  42
      equal monthly installments

                  thereafter

                   

                
	
                  100%

                	
                  December
      31, 2011

                   

                


        

      

    

    


     

    Notwithstanding
anything herein to the contrary, but without limitation of Section 6, in
the event that this Stock Option is assumed or continued by the Company or its
successor entity in the sole discretion of the parties to a Sale Event,
thereafter remains in effect following such Sale Event as contemplated by
Section 6, and within 6 months following a Sale Event the Company and its
Subsidiaries or successor entity terminates the employment of the Optionee
without Cause, then, as of the date upon which the Optionee’s employment with
the Company terminates, this Stock Option shall be deemed vested and exercisable
with respect to all Shares that would have been vested under the vesting
schedule set forth above had the Optionee’s employment terminated one year after
such termination date.

     

    [For senior executives only:]
[Notwithstanding anything herein to the contrary, but without limitation of
Section 6, if, within twelve months following a Sale Event, the Company,
its Subsidiaries or its successor entity, as the case may be, terminates the
employment of the Optionee without Cause or materially diminishes the Optionee’s
duties, then, as of the date upon which the Optionee’s employment with the
Company terminates, or such earlier date of diminution of duties, this Stock
Option shall be deemed vested and exercisable with respect to all Shares not
previously vested; provided, however, that if this Stock Option is not an
Assumed Award, a Substituted Award or a Converted Award in such Sale Event, then
immediately prior to such Sale Event (and in any case with a reasonable enough
time for the Optionee to exercise this Stock Option prior to such Sale Event),
this Stock Option shall be deemed vested and exercisable with respect to
one-half of the Shares not previously vested.]

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    (c)           Termination.  Except
as may otherwise be provided by the Committee, if the Optionee’s employment with
the Company or a Subsidiary is terminated, the period within which to exercise
this Stock Option may be subject to earlier termination as set forth
below:

     

    (i)           Termination Due to
Death. If the Optionee’s employment terminates by reason of such
Optionee’s death, this Stock Option may be exercised, to the extent exercisable
on the date of such termination, by the Optionee, the Optionee’s legal
representative or legatee for a period of twelve (12) months from the date of
death or until the Expiration Date, if earlier, subject in any event to
Section 6.

     

    (ii)           Termination Due to
Disability.  If the Optionee’s employment terminates by reason
of such Optionee’s disability (as defined in Section 422(c) of the Code),
this Stock Option may be exercised, to the extent exercisable on the date of
such termination, by the Optionee, the Optionee’s legal representative or
legatee for a period of six (6) months from the date of death or disability or
until the Expiration Date, if earlier, subject in any event to
Section 6.

     

    (iii)           Other
Termination.  If the Optionee’s employment terminates for any
reason other than death or disability, and unless otherwise determined by the
Committee, this Stock Option may be exercised, to the extent exercisable on the
date of termination, for a period of 90 days from the date of termination or
until the Expiration Date, if earlier; provided, however, if the
Optionee’s employment is terminated for Cause, this Stock Option shall terminate
immediately upon the date of such termination.

     

    For
purposes hereof, the Committee’s determination of the reason for termination of
the Optionee’s employment shall be conclusive and binding on the Optionee and
his or her representatives or legatees or Permitted Transferees.  Any
portion of this Stock Option that is not exercisable on the date of termination
of the employment shall terminate immediately and be null and void.

     

    (d)           It
is understood and intended that this Stock Option is intended to qualify as an
“incentive stock option” as defined in Section 422 of the Code to the
extent permitted under applicable law.  Accordingly, the Optionee
understands that in order to obtain the benefits of an incentive stock option
under Section 422 of the Code, no sale or other disposition may be made of
Issued Shares for which incentive stock option treatment is desired within the
one-year period beginning on the day after the day of the transfer of such
Issued Shares to him or her, nor within the two-year period beginning on the day
after the grant of this Stock Option and further that this Stock Option must be
exercised within three (3) months after termination of employment as an employee
(or twelve (12) months in the case of death or disability) to qualify as an
incentive stock option.  If the Optionee disposes (whether by sale,
gift, transfer or otherwise) of any such Issued Shares within either of these
periods, he or she will notify the Company within thirty (30) days after such
disposition.  The Optionee also agrees to provide the Company with any
information concerning any such dispositions required by the Company for tax
purposes.  Further, to the extent Option Shares and any other
incentive stock options of the Optionee having an aggregate Fair Market Value in
excess of $100,000 (determined as of the Grant Date) vest in any year, such
options will not qualify as incentive stock options.

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    3.           
Exercise of Stock
Option.

     

    (a)           The
Optionee may exercise this Stock Option only in the following
manner:  Prior to the Expiration Date (subject to Section 6), the
Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in
the form of Appendix A
hereto indicating his or her election to purchase some or all of the Option
Shares with respect to which this Stock Option is exercisable at the time of
such notice.  Such notice shall specify the number of Option Shares to
be purchased.  Payment of the purchase price may be made by one or
more of the methods described below.  Payment instruments will be
received subject to collection.

     

    (i)           in
cash, by certified or bank check, or other instrument acceptable to the
Committee in U.S. funds payable to the order of the Company in an amount equal
to the purchase price of such Option Shares;

     

    (ii)           by
the Optionee delivering to the Company a promissory note if the Board has
expressly authorized the loan of funds to the Optionee for the purpose of
enabling or assisting the Optionee to effect the exercise of his or her Stock
Option; provided that at least so much
of the exercise price as represents the par value of the Stock shall be paid
other than with a promissory note if otherwise required by state
law;

     

    (iii)           if
the Initial Public Offering has occurred, then (A) through the delivery (or
attestation to ownership) of shares of Common Stock that have been purchased by
the Optionee on the open market or that have been held by the Optionee for at
least six (6) months and are not subject to restrictions under any plan of the
Company and in any event with an aggregate Fair Market Value (as of the date of
such exercise) equal to the option purchase price, (B)  by the
Optionee delivering to the Company a properly executed Exercise Notice together
with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the option purchase
price, provided
that in the
event the Optionee chooses to pay the option purchase price as so provided, the
Optionee and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Committee shall prescribe as
a condition of such payment procedure, or (C) a combination of (i), (ii),
(iii)(A) and (iii)(B) above; or

     

    (iv)           in
connection with any Sale Event or termination of the Optionee’s employment
(other than by the Company for Cause), by delivery of a notice of “net exercise”
to the Company, pursuant to which the Optionee shall receive the number of
shares of Common Stock underlying the Stock Option so exercised reduced by the
number of shares of Common Stock equal to the aggregate exercise price of the
Stock Option divided by the Fair Market Value on the date of
exercise.

     

    (b)           Certificates
for the Option Shares so purchased will be issued and delivered to the Optionee
upon compliance to the satisfaction of the Committee with all requirements under
applicable laws or regulations in connection with such
issuance.  Until the Optionee shall have complied with the
requirements hereof and of the Plan, the Company shall be under no obligation to
issue the Option Shares subject to this Stock Option, and the determination of
the Committee as to such compliance shall be final and binding on the
Optionee.  The Optionee shall not 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 this Stock Option unless and until this Stock Option shall have been
exercised pursuant to the terms hereof, the Company shall have issued and
delivered the Issued Shares to the Optionee, and the Optionee’s name shall have
been entered as a stockholder of record on the books of the
Company.  Thereupon, the Optionee shall have full dividend and other
ownership rights with respect to such Issued Shares, subject to the terms of
this Agreement.

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    (c)           Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall
be exercisable after the Expiration Date.

     

    4.           
Incorporation
of Plan.  Notwithstanding anything herein to the contrary, this
Stock Option shall be subject to and governed by all the terms and conditions of
the Plan.

     

    5.           
Transferability
of Stock Option.  This Agreement is personal to the Optionee
and is not transferable by the Optionee in any manner other than by will or by
the laws of descent and distribution.  The Stock Option may be
exercised during the Optionee’s lifetime only by the Optionee (or by the
Optionee’s guardian or personal representative in the event of the Optionee’s
incapacity).  The Optionee may elect to designate a beneficiary by
providing written notice of the name of such beneficiary to the Company, and may
revoke or change such designation at any time by filing written notice of
revocation or change with the Company; such beneficiary may exercise the
Optionee’s Stock Option in the event of the Optionee’s death to the extent
provided herein.  If the Optionee does not designate a beneficiary, or
if the designated beneficiary predeceases the Optionee, the legal representative
of the Optionee may exercise this Stock Option to the extent provided herein in
the event of the Optionee’s death.

     

    6.           
Effect of
Certain Transactions.  In the case of a Sale Event, this Stock
Option shall terminate upon the effective time of any such Sale Event unless
provision is made in connection with such transaction in the sole discretion of
the parties thereto for the continuation or assumption of this Stock Option
heretofore granted, or the substitution of this Stock Option with a new Stock
Option of the successor entity or a parent thereof, with such adjustment as to
the number and kind of shares and the per share exercise prices as such parties
shall agree.  In the event of such termination, the Optionee shall be
permitted, for a specified period of time prior to the consummation of the Sale
Event as determined by the Committee, to exercise all portions of the Stock
Option which are then exercisable.

     

    7.           
Withholding
Taxes.  The Optionee shall, not later than the date as of which
the exercise of this Stock Option becomes a taxable event for federal income tax
purposes, pay to the Company or make arrangements satisfactory to the Committee
for payment of any federal, state and local taxes required by law to be withheld
on account of such taxable event.  Subject to approval by the
Committee, the Optionee may elect to have the minimum tax withholding obligation
satisfied, in whole or in part, by authorizing the Company to withhold from
shares of Common Stock to be issued or transferring to the Company, a number of
shares of Common Stock with an aggregate Fair Market Value that would satisfy
the minimum withholding amount due.  The Optionee acknowledges and
agrees that the Company or any Subsidiary of the Company has the right to deduct
from payments of any kind otherwise due to the Optionee, or from the Option
Shares to be issued in respect of an exercise of this Stock Option, any federal,
state or local taxes of any kind required by law to be withheld with respect to
the issuance of Option Shares to the Optionee.

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    8.           
Restrictions
on Transfer of Issued Shares.  None of the
Issued Shares acquired upon exercise of the Stock Option shall be sold,
assigned, transferred, pledged, hypothecated, given away or in any other manner
disposed of or encumbered, whether voluntarily or by operation of law, unless
such transfer is in compliance with all applicable securities laws (including,
without limitation, the Securities Act of 1933, as amended, and the rules and
regulations thereunder (the “Act”)), and such disposition is in accordance with
the terms and conditions of Sections 8 and 9 and such disposition does not cause
the Company to become subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).  In connection
with any transfer of Issued Shares, the Company may require the transferor to
provide at the Optionee’s own expense an opinion of counsel to the transferor,
satisfactory to the Company, that such transfer is in compliance with all
foreign, federal and state securities laws (including, without limitation, the
Act).  Any attempted disposition of Issued Shares not in accordance
with the terms and conditions of Sections 8 and 9 shall be null and void, and
the Company shall not reflect on its records any change in record ownership of
any Issued Shares as a result of any such disposition, shall otherwise refuse to
recognize any such disposition and shall not in any way give effect to any such
disposition of any Issued Shares.  Subject to the foregoing general
provisions, Issued Shares may be transferred pursuant to the following specific
terms and conditions:

     

    (a)           Transfers to Permitted
Transferees.  The Optionee may sell, assign, transfer or give
away any or all of the Issued Shares to Permitted Transferees; provided, however, that such
Permitted Transferee(s) shall, as a condition to any such transfer, agree to be
subject to the provisions of this Agreement to the same extent as the Optionee
(including, without limitation, the provisions of Sections 8, 9, 11 and 12) and
shall have delivered a written acknowledgment to that effect to the
Company.

     

    (b)           Transfers Upon
Death.  Upon the death of the Optionee, any Issued Shares then
held by the Optionee at the time of such death and any Issued Shares acquired
thereafter by the Optionee’s legal representative pursuant to this Agreement
shall be subject to the provisions of Sections 8, 9, 11 and 12, if applicable,
and the Optionee’s estate, executors, administrators, personal representatives,
heirs, legatees and distributees shall be obligated to convey such Issued Shares
to the Company or its assigns under the terms contemplated hereby.

     

    (c)           Company’s Right of First
Refusal.  In the event that the Optionee (or any Permitted
Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or
otherwise transfer all or any part of the Issued Shares, the Optionee (or
Permitted Transferee) first shall give written notice to the Company of the
Optionee’s (or Permitted Transferee’s) intention to make such
transfer.  Such notice shall state the number of Issued Shares which
the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”),
the price and the terms at which the proposed sale is to be made and the name
and address of the proposed transferee.  At any time within thirty
(30) days after the receipt of such notice by the Company, the Company or its
assigns may elect to purchase all or any portion of the Offered Shares at the
price and on the terms offered by the proposed transferee and specified in the
notice.  The Company or its assigns shall exercise this right by
mailing or delivering written notice to the Optionee (or Permitted Transferee)
within the foregoing 30-day period.  If the Company or its assigns
elect to exercise its purchase rights under this Section 8(c), the closing
for such purchase shall, in any event, take place within forty-five (45) days
after the receipt by the Company of the initial notice from the Optionee (or
Permitted Transferee).  In the event that the Company or its assigns
do not elect to exercise such purchase right, or in the event that the Company
or its assigns do not pay the full purchase price within such 45-day period, the
Optionee (or Permitted Transferee) may, within sixty (60) days thereafter, sell
the Offered Shares to the proposed transferee and at the same price and on the
same terms as specified in the Optionee’s (or Permitted Transferee’s)
notice.  Any Shares purchased by such proposed transferee shall no
longer be subject to the terms of this Agreement.  Any Shares not sold
to the proposed transferee shall remain subject to this
Agreement.  Notwithstanding the foregoing, the restrictions under this
Section 8(c) shall terminate in accordance with
Section 13(a).

     

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    9.           
Company’s Right of
Repurchase.

     

    (a)           Right of
Repurchase.  The Company shall have the right (the “Repurchase
Right”) upon the occurrence of any of the events specified in Section 9(b)
below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted
Transferee) some or all (as determined by the Company) of the Issued Shares held
or subsequently acquired upon exercise of this Stock Option in accordance with
the terms hereof by the Optionee (or any Permitted Transferee) at the price per
share specified below.  The Repurchase Right may be exercised by the
Company within the later of (i) six (6) months following the date of such event
or (ii) seven (7) months after the exercise of this Stock Option (the
“Repurchase Period”).  The Repurchase Right shall be exercised by the
Company by giving the holder written notice on or before the last day of the
Repurchase Period of its intention to exercise the Repurchase Right, and,
together with such notice, tendering to the holder an amount equal to the Fair
Market Value of the shares, determined as provided in
Section 9(c).  The Company may assign the Repurchase Right to one
or more Persons.  Upon such notification, the Optionee and any
Permitted Transferees shall promptly surrender to the Company any certificates
representing the Issued Shares being purchased, together with a duly executed
stock power for the transfer of such Issued Shares to the Company or the
Company’s assignee or assignees.  Upon the Company’s or its assignee’s
receipt of the certificates from the Optionee or any Permitted Transferees, the
Company or its assignee or assignees shall deliver to him, her or them a check
for the Repurchase Price of the Issued Shares being purchased; provided, however, that the
Company may pay the Repurchase Price for such shares by offsetting and canceling
any indebtedness then owed by the Optionee to the Company.  At such
time, the Optionee and/or any holder of the Issued Shares shall deliver to the
Company the certificate or certificates representing the Issued Shares so
repurchased, duly endorsed for transfer, free and clear of any liens or
encumbrances.  The Repurchase Right shall terminate in accordance with
Section 13(a).

     

    (b)           Company’s Right to Exercise
Repurchase Right.  The Company shall have the Repurchase Right
in the event that any of the following events shall occur:

     

    (i)           the
voluntary termination by the Optionee of his or her employment with the Company
and its subsidiaries for any reason whatsoever, regardless of the circumstances
thereof, and including without limitation upon death, disability, retirement or
discharge or resignation for any reason; or

     

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    (ii)           termination
of the Optionee’s employment with the Company and its subsidiaries for Cause;
or

     

    (iii)           the
Optionee’s or Permitted Transferee’s Bankruptcy.

     

    (c)           Determination of Fair Market
Value.  The fair market value of the Issued Shares shall be,
for purposes of this Section 9, determined by the Board as of the date the
Board elects to exercise its repurchase rights in connection with a Repurchase
Event.  [For senior
executives only:] [; provided, however, that if the Optionee or Permitted
Transferee, as applicable, disagrees with the Board’s determination of Fair
Market Value, the Board shall select and retain an independent appraiser
(reasonably acceptable to the Optionee or Permitted Transferee, as applicable)
to determine the Fair Market Value, acting reasonably and in good faith, at the
Company’s expense; provided, further, however, that if the appraiser determines
that Fair Market Value is less than 105% of the amount determined by the Board,
the challenging Optionee or Permitted Transferee, as applicable, shall pay the
fees and expenses of such appraiser.  The determination of Fair Market
Value by the appraiser shall be binding and conclusive on the Company and such
Optionee or Permitted Transferee, as applicable.]

     

    10.           Escrow
Arrangement.

     

    (a)           Escrow.  In
order to carry out the provisions of Sections 8, 9 and 11 of this Agreement more
effectively, the Company shall hold any Issued Shares in escrow together with
separate stock powers executed by the Optionee in blank for transfer, and any
Permitted Transferee shall, as an additional condition to any transfer of Issued
Shares, execute a like stock power as to such Issued Shares.  The
Company shall not dispose of the Issued Shares except as otherwise provided in
this Agreement.  In the event of any repurchase by the Company (or any
of its assigns), the Company is hereby authorized by the Optionee and any
Permitted Transferee, as the Optionee’s and each such Permitted Transferee’s
attorney-in-fact, to date and complete the stock powers necessary for the
transfer of the Issued Shares being purchased and to transfer such Issued Shares
in accordance with the terms hereof.  At such time as any Issued
Shares are no longer subject to the Company’s repurchase, first refusal and drag
along rights, the Company shall, at the written request of the Optionee, deliver
to the Optionee (or the relevant Permitted Transferee) a certificate
representing such Issued Shares with the balance of the Issued Shares to be held
in escrow pursuant to this Section 10.

     

    (b)           Remedy.  Without
limitation of any other provision of this Agreement or other rights, in the
event that the Optionee, any Permitted Transferees or any other person or entity
is required to sell the Optionee’s Issued Shares pursuant to the provisions of
Section 8, 9 and 11 of this Agreement and in the further event that he or
she refuses or for any reason fails to deliver to the Company or its designated
purchaser of such Issued Shares the certificate or certificates evidencing such
Issued Shares together with a related stock power, the Company or such
designated purchaser may deposit the applicable purchase price for such Issued
Shares with a bank designated by the Company, or with the Company’s independent
public accounting firm, as agent or trustee, or in escrow, for the Optionee, any
Permitted Transferees or other person or entity, to be held by such bank or
accounting firm for the benefit of and for delivery to him, her, them or it,
and/or, in its discretion, pay such purchase price by offsetting any
indebtedness then owed by the Optionee as provided above.  Upon any
such deposit and/or offset by the Company or its designated purchaser of such
amount and upon notice to the person or entity who was required to sell the
Issued Shares to be sold pursuant to the provisions of Sections 8, 9 and 11,
such Issued Shares shall at such time be deemed to have been sold, assigned,
transferred and conveyed to such purchaser, the holder thereof shall have no
further rights thereto (other than the right to withdraw the payment thereof
held in escrow, if applicable), and the Company shall record such transfer in
its stock transfer book or in any appropriate manner.

     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    


     

    11.           Drag
Along Right.  In the event the
TA Investors and the Rho Investors (as such terms are defined in the
Stockholders Agreement) (the “Majority Shareholders”) approve a Sale Event in
writing, the Optionee, including any Permitted Transferees, shall be obligated
to and shall upon the written request of a Majority Shareholders (subject to
Section 6):  (a) sell, transfer and deliver, or cause to be sold,
transferred and delivered, to the third party buyer (the “Buyer”), his or her
Issued Shares (including for this purpose all of such Optionee’s or his or her
Permitted Transferee’s Issued Shares that presently or as a result of any such
transaction may be acquired upon the exercise of options (following the payment
of the exercise price therefor)) on substantially the same terms applicable to
the Majority Shareholders (with appropriate adjustments to reflect the
conversion of convertible securities, the redemption of redeemable securities
and the exercise of exercisable securities as well as the relative preferences
and priorities of preferred stock); and (b) execute and deliver such instruments
of conveyance and transfer and take such other action, including voting such
Issued Shares in favor of any Sale proposed by the Majority Shareholders and
executing any purchase agreements, merger agreements, indemnity agreements,
escrow agreements or related documents, as the Majority Shareholders or the
Buyer may reasonably require in order to carry out the terms and provisions of
this Section 11.  The obligations under this Section 11
shall terminate in accordance with  Section 13(a).

     

    12.           Lockup
Provision.  The Optionee
agrees, if requested by the Company and any underwriter engaged by the Company,
not to sell or otherwise transfer or dispose of any Issued Shares (including,
without limitation pursuant to Rule 144 under the Act) held by him or her for
such period following the effective date of any registration statement of the
Company filed under the Act as the Company or such underwriter shall specify
reasonably and in good faith, not to exceed 180 days in the case of the
Company’s Initial Public Offering or ninety (90) days in the case of any other
public offering.

     

    13.           Miscellaneous
Provisions.

     

    (a)           Termination.  The
Company’s repurchase rights under Section 9, the restrictions on transfer
of Issued Shares under Section 8(c) and the Drag Along obligations under
Section 11 shall terminate upon the closing of the Company’s Initial Public
Offering or upon consummation of any Sale Event, in either case as a result of
which shares of the Company (or successor entity) of the same class as the
Issued Shares are registered under Section 12 of the Exchange Act and
publicly traded on NASDAQ/NMS or any national security exchange.

     

    (b)           Equitable
Relief.  The parties hereto agree and declare that legal
remedies may be inadequate to enforce the provisions of this Agreement and that
equitable relief, including specific performance and injunctive relief, may be
used to enforce the provisions of this Agreement.

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    (c)           Adjustments for Changes in
Capital Structure.  If, as a result of any reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar change in the Common Stock, the outstanding shares of
Common Stock are increased or decreased or are exchanged for a different number
or kind of shares of the Company’s stock, the restrictions contained in this
Section 8 shall apply with equal force to additional and/or substitute
securities, if any, received by the Optionee in exchange for, or by virtue of
his or her ownership of, Issued Shares.

     

    (d)           Change and
Modifications.  This Agreement may not be orally changed,
modified or terminated, nor shall any oral waiver of any of its terms be
effective.  This Agreement may be changed, modified or terminated only
by an agreement in writing signed by the Company and the Optionee.

     

    (e)           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of Delaware without regard to conflict of law
principles.

     

    (f)           Headings.  The
headings are intended only for convenience in finding the subject matter and do
not constitute part of the text of this Agreement and shall not be considered in
the interpretation of this Agreement.

     

    (g)           Saving
Clause.  If any provision(s) of this Agreement shall be
determined to be illegal or unenforceable, such determination shall in no manner
affect the legality or enforceability of any other provision
hereof.

     

    (h)           Notices.  All
notices, requests, consents and other communications shall be in writing and be
deemed given when delivered personally, by telex or facsimile transmission or
when received if mailed by first class registered or certified mail, postage
prepaid.  Notices to the Company or the Optionee shall be addressed as
set forth underneath their signatures below, or to such other address or
addresses as may have been furnished by such party in writing to the
other.

     

    (i)           Benefit and Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective successors, permitted
assigns, and legal representatives.  The Company has the right to
assign this Agreement, and such assignee shall become entitled to all the rights
of the Company hereunder to the extent of such assignment.

     

    (j)           Dispute
Resolution.  Except as provided below, all disputes, claims, or
controversies arising out of or relating to this Agreement, or the negotiation,
validity or performance hereof or the transactions contemplated hereby, that are
not resolved by mutual agreement shall be resolved solely and exclusively by
binding arbitration to be conducted before J.A.M.S./Endispute, Inc. or its
successor.  The parties understand and agree that this arbitration
provision shall apply equally to claims of fraud or fraud in the
inducement.  The arbitration shall be held in New York City, New York
before a single arbitrator and shall be conducted in accordance with the rules
and regulations promulgated by J.A.M.S./Endispute, Inc. unless specifically
modified herein.

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    The parties covenant and agree that the
arbitration shall commence within one hundred twenty (120) days of the date on
which a written demand for arbitration is filed by any party
hereto.  In connection with the arbitration proceeding, the arbitrator
shall have the power to order the production of documents by each party and any
third-party witnesses.  In addition, each party may take up to three
depositions as of right, and the arbitrator may in his or her discretion allow
additional depositions upon good cause shown by the moving
party.  However, the arbitrator shall not have the power to order the
answering of interrogatories or the response to requests for
admission.  In connection with any arbitration, each party shall
provide to the other, no later than fourteen (14) business days before the date
of the arbitration, the identity of all persons that may testify at the
arbitration, a copy of all documents that may be introduced at the arbitration
or considered or used by a party’s witness or expert, and a summary of the
expert’s opinions and the basis for said opinions.  The arbitrator’s
decision and award shall be made and delivered within sixty (60) days of the
conclusion of the arbitration.  The arbitrator’s decision shall set
forth a reasoned basis for any award of damages or finding of
liability.  The arbitrator shall not have power to award damages in
excess of actual compensatory damages and shall not multiply actual damages or
award punitive damages or any other damages that are specifically excluded under
this Agreement, and each party hereby irrevocably waives any claim to such
damages.

     

    The parties covenant and agree that
they will participate in the arbitration in good faith and that they will share
equally its costs, except as otherwise provided herein.  The
arbitrator may in his or her discretion assess costs and expenses (including the
reasonable legal fees and expenses of the prevailing party) against any party to
a proceeding.  Any party unsuccessfully refusing to comply with an
order of the arbitrators shall be liable for costs and expenses, including
attorneys’ fees, incurred by the other party in enforcing the
award.  This Section applies equally to requests for temporary,
preliminary or permanent injunctive relief, except that in the case of temporary
or preliminary injunctive relief any party may proceed in court without prior
arbitration for the limited purpose of avoiding immediate and irreparable
harm.  The provisions of this Section shall be enforceable in any
court of competent jurisdiction.

     

    Subject to the second sentence of the
immediately preceding paragraph, the parties shall bear their own attorneys’
fees, costs and expenses in connection with the arbitration.  The
parties will share equally in the fees and expenses charged by
J.A.M.S./Endispute, Inc.

     

    Each of
the parties hereto irrevocably and unconditionally consents to the exclusive
jurisdiction of J.A.M.S./Endispute, Inc. to resolve all disputes, claims or
controversies arising out of or relating to this Agreement or any other
agreement executed and delivered pursuant to this Agreement or the negotiation,
validity or performance hereof and thereof or the transactions contemplated
hereby and thereby and further consents to the jurisdiction of the courts of New
York for the purposes of enforcing the arbitration provisions of this
Section.  Each party further irrevocably waives any objection to
proceeding before J.A.M.S./Endispute, Inc. based upon lack of personal
jurisdiction or to the laying of venue and further irrevocably and
unconditionally waives and agrees not to make a claim in any court that
arbitration before J.A.M.S./Endispute, Inc. has been brought in an inconvenient
forum.  Each of the parties hereto hereby consents to service of
process by registered mail at the address to which notices are to be
given.  Each of the parties hereto agrees that its or his submission
to jurisdiction and its or his consent to service of process by mail is made for
the express benefit of the other parties hereto.

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    (k)           Counterparts.  For
the convenience of the parties and to facilitate execution, this Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
document.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	
                                              TA
      INDIGO HOLDING CORPORATION

                                            
	 	 
	 	 
	 
      	
                                              By:

                                            	 
      
	 
      	 
      	
                                              Name:

                                            
	 
      	 
      	
                                              Title:

                                            
	 	 	 
	 
      	
                                              Address:

                                            
	 
      	 
      
	 	 
	 	 
	 
      	 
      
	 	 
	 
      	 
      


                                    

                                  

                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    OPTIONEE:

                                  
	 
      	 
      
	 	 
	 	 
	 
      	
                                    Name:

                                  
	 	 
	 
      	
                                    Address:

                                  
	 
      	 
      
	 	 
	 	 
	 	 
	 
      	 
      
	 
      	 
      


                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    [SPOUSE’S
CONSENT1

    I
acknowledge that I have read the

    foregoing
Incentive Stock Option Agreement

    and
understand the contents thereof.

     

    ____________________________________]

    


    

      
        

      

    

    
      1 A
spouse’s consent is required only if the Optionee’s state of residence is one of
the following community property states:  Arizona, California, Idaho,
Louisiana, New Mexico, Nevada, Texas, Washington and Wisconsin (check WI
statute).

       

    

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  DESIGNATED
      BENEFICIARY:

                                
	 
      	 
      
	 	 
	 	 
	 
      	
                                  Beneficiary’s
      Address:

                                
	 
      	 
      
	 
      	 
      
	 	 
	 	 
	 	 
	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    Appendix
A

     

    STOCK
OPTION EXERCISE NOTICE

     

    TA Indigo
Holding Corporation

    Attention:
Chief Financial Officer

    _________________________

    _________________________

     

    Pursuant
to the terms of my stock option agreement dated __________ (the “Agreement”)
under the TA Indigo Holding Corporation 2007 Stock Option and Grant
Plan, I, [Insert Name] ________________, hereby [Circle One] partially/fully
exercise such option by including herein payment in the amount of $______
representing the purchase price for [Fill in number of Option Shares] _______
option shares.  I have chosen the following form(s) of
payment:

     

    
      
        
          	 
      	
                  o

                	
                  1.

                	
                  Cash

                	 
	 
      	
                  o

                	
                  2.

                	
                  Certified
      or bank check payable to TA Indigo Holding Corporation

                	 
	 
      	
                  o

                	
                  3.

                	
                  Other
      (as described in the Agreement (please describe))

                	 
	 
      	 
      	 
      	 
      	 


        

         

      

    

    In
connection with my exercise of the option as set forth above, I hereby represent
and warrant to TA Indigo Holding Corporation as follows:

     

    (i)           I
am purchasing the option shares for my own account for investment only, and not
for resale or with a view to the distribution thereof.

     

    (ii)           I
have had such an opportunity as I have deemed adequate to obtain from TA Indigo
Holding Corporation such information as is necessary to permit me to evaluate
the merits and risks of my investment in TA Indigo Holding Corporation and have
consulted with my own advisers with respect to my investment in TA Indigo
Holding Corporation.

     

    (iii)           I
have sufficient experience in business, financial and investment matters to be
able to evaluate the risks involved in the purchase of the option shares and to
make an informed investment decision with respect to such purchase.

     

    (iv)           I
can afford a complete loss of the value of the option shares and am able to bear
the economic risk of holding such option shares for an indefinite period of
time.

     

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

     

    (v)           I
understand that the option shares may not be registered under the Securities Act
of 1933 (it being understood that the option shares are being issued and sold in
reliance on the exemption provided in Rule 701 thereunder) or any applicable
state securities or “blue sky” laws and may not be sold or otherwise transferred
or disposed of in the absence of an effective registration statement under the
Securities Act of 1933 and under any applicable state securities or “blue sky”
laws (or exemptions from the registration requirement thereof).  I
further acknowledge that certificates representing option shares will bear
restrictive legends reflecting the foregoing.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    Sincerely
      yours,

                                  
	 
      	 
      
	 	 
	 	 
	 
      	
                                    Name:

                                  
	 	 
	 
      	
                                    Address:

                                  
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 	 
	 	 
	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

     

    
      Non-Qualified
Stock Option Agreement

      under
the TA Indigo Holding Corporation

      2007
Stock Option and Grant Plan

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Name
      of Optionee:

                                	 
      	 
      	
                                  (the
      “Optionee”)

                                
	 	 	 	 
	
                                  No. of Option
      Shares:

                                	 
      	 
      	
                                  Shares
      of Common Stock

                                
	 	 	 	 
	
                                  Grant
      Date:

                                	 
      	 
      	
                                  (the
      “Grant Date”)

                                
	 	 	 	 
	
                                  Expiration
      Date:

                                	 
      	 
      	
                                  (the
      “Expiration Date”)

                                
	 	 	 	 
	
                                  Option
      Exercise Price/Share:

                                	
                                  $

                                	 
      	
                                  (the
      “Option Exercise
Price”)

                                


                        

                      

                    

                  

                

              

            

          

        

      

      
 

    

    Pursuant
to the TA Indigo Holding Corporation 2007 Stock Option and Grant Plan (the
“Plan”), TA Indigo Holding Corporation, a Delaware corporation (together with
all successors thereto, the “Company”), hereby grants to the Optionee, who is an
officer, employee, director or other key person (including prospective
employees, but conditioned on their employment, and consultants) of the Company
or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or
prior to the Expiration Date, or such earlier date as is specified herein, all
or any part of the number of shares of Common Stock, par value $0.001 per share
(“Common Stock”), of the Company indicated above (the “Option Shares,” and such
shares once issued shall be referred to as the “Issued Shares”), at the Option
Exercise Price per share, subject to the terms and conditions set forth in this
Non-Qualified Stock Option Agreement (this “Agreement”) and in the
Plan.  This Stock Option is not intended to
qualify as an “incentive stock option” as defined in Section 422(b) of the
Internal Revenue Code of 1986, as amended from time to time (the
“Code”).

     

    1.           
Definitions.  For the purposes
of this Agreement, the following terms shall have the following respective
meanings.  All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Plan.

     

    “Bankruptcy” shall
mean (i) the filing of a voluntary petition under any bankruptcy or insolvency
law, or a petition for the appointment of a receiver or the making of an
assignment for the benefit of creditors, with respect to the Optionee or any
Permitted Transferee, or (ii) the Optionee or any Permitted Transferee being
subjected involuntarily to such a petition or assignment or to an attachment or
other legal or equitable interest with respect to the Optionee’s or such
Permitted Transferee’s assets, which involuntary petition or assignment or
attachment is not discharged within sixty (60) days after its date, and (iii)
the Optionee or any Permitted Transferee being subject to a transfer of the
Stock Option or the Issued Shares by operation of law (including by divorce,
even if not insolvent), except by reason of death.

     

    “Cause” means, in the
absence of any employment or similar agreement between an Optionee and the
Company or any Subsidiary otherwise defining Cause, dismissal by the Company of
the Optionee as a result of (i) the commission of any act by the Optionee
constituting financial dishonesty against the Company or any Subsidiary (which
act would be chargeable as a crime under applicable law); (ii) the Optionee’s
engaging in any other act of fraud, intentional misrepresentation, moral
turpitude, illegality or harassment; (iii) unauthorized use or disclosure by an
Optionee of any proprietary information or trade secrets of the Company or any
other party to whom the Optionee owes an obligation of nondisclosure as a result
of his or her relationship with the Company; (iv) the repeated failure by the
Optionee to follow the directives of the chief executive officer or
president of the
Company or any Subsidiary, the Board, or the board of directors or managers of
any Subsidiary; or (v) any material misconduct, violation of the Company’s or
any Subsidiary’s policies, or willful and deliberate non-performance of duty by
the Optionee in connection with the business affairs of the Company or any
Subsidiary.  In the event there is an employment or similar agreement
between an Optionee and the Company or any Subsidiary otherwise defining Cause,
“Cause” shall have the meaning provided in such agreement.

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    “Permitted
Transferees” shall mean any of the following to whom the Optionee may
transfer Issued Shares hereunder (as set forth in
Section 8):  the Optionee’s spouse, children (natural or
adopted), stepchildren, a trust for their sole benefit of which the Optionee is
the settlor; provided, however, that any
such trust does not require or permit distribution of any Issued Shares during
the term of this Agreement unless subject to its terms, or a partnership in
which such family members are the only partners.  Upon the death of
the Optionee (or a Permitted Transferee to whom shares have been transferred
hereunder), the term Permitted Transferees shall also include such deceased
Optionee’s (or such deceased Permitted Transferee’s) estate, executions,
administrations, personal representations, heirs, legatees and distributees, as
the case may be.

     

    “Person” shall mean
any individual, corporation, partnership (limited or general), limited liability
company, limited liability partnership, association, trust, joint venture,
unincorporated organization or any similar entity.

     

    “Sale Event” shall
mean and include any of the following: (a) consummation of a merger or
consolidation of the Company with or into any other corporation or other entity
in which holders of the Company’s voting securities immediately prior to such
merger or consolidation will not, directly or indirectly, continue to hold at
least a majority of the outstanding voting securities of the Company; (b) a
sale, lease, exchange or other transfer (in one transaction or a related series
of transactions) of all or substantially all of the Company’s and its
Subsidiaries’ assets on a consolidated basis to an unrelated person or entity;
or (c) the sale, exchange or transfer by the Company’s stockholders of voting
control, in a single transaction or series of related transactions, other than
as a result of (i) an acquisition of securities directly from the Company
or (ii) an acquisition of securities by the Company which by reducing the
voting securities outstanding increases the proportionate voting power
represented by the voting securities owned by any such person or group of
persons to fifty percent (50%) or more of the combined voting power of such
voting securities.

     

    “Subsidiary” means any
corporation or other entity (other than the Company) in which the Company has at
least a fifty percent (50%) interest, either directly or
indirectly.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    2.           
Vesting,
Exercisability and Termination.

     

    (a)           No
portion of this Stock Option may be exercised until such portion shall have
vested.

     

    (b)           Except
as set forth below and in Section 6, and subject to the determination of
the Committee in its sole discretion to accelerate the vesting schedule
hereunder, this Stock Option shall be vested and exercisable with respect to the
Option Shares on the respective dates indicated below:

     

    
      
        
          
            	
                    Incremental
      (Aggregate Number)

                     

                    of Option Shares
Exercisable

                  	
                    Vesting Date

                  
	 	 
	
                     
      25%

                  	
                    June
      30, 2008

                     

                  
	
                    1.78%

                  	
                    Beginning
      July 31, 2008 and in

                    42
      equal monthly installments

                    thereafter

                     

                  
	
                    100%

                  	
                    December
      31, 2011

                     

                  


          

        

      

       

    

    Notwithstanding
anything herein to the contrary, but without limitation of Section 6, in
the event that this Stock Option is assumed or continued by the Company or its
successor entity in the sole discretion of the parties to a Sale Event,
thereafter remains in effect following such Sale Event as contemplated by
Section 6, and within 6 months following a Sale Event the Company and its
Subsidiaries or successor entity terminates the employment of the Optionee
without Cause, then, as of the date upon which the Optionee’s employment with
the Company terminates, this Stock Option shall be deemed vested and exercisable
with respect to all Shares that would have been vested under the vesting
schedule set forth above had the Optionee’s employment terminated one year after
such termination date.

     

    [For senior executives only:]
[Notwithstanding anything herein to the contrary, but without limitation of
Section 6, if, within twelve months following a Sale Event, the Company,
its Subsidiaries or its successor entity, as the case may be, terminates the
employment of the Optionee without Cause or materially diminishes the Optionee’s
duties, then, as of the date upon which the Optionee’s employment with the
Company terminates, or such earlier date of diminution of duties, this Stock
Option shall be deemed vested and exercisable with respect to all Shares not
previously vested; provided, however, that if this Stock Option is not an
Assumed Award, a Substituted Award or a Converted Award in such Sale Event, then
immediately prior to such Sale Event (and in any case with a reasonable enough
time for the Optionee to exercise this Stock Option prior to such Sale Event),
this Stock Option shall be deemed vested and exercisable with respect to
one-half of the Shares not previously vested.]

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    (c)           Termination.  Except
as may otherwise be provided by the Committee, if the Optionee’s employment with
the Company or a Subsidiary is terminated, the period within which to exercise
this Stock Option may be subject to earlier termination as set forth
below:

     

    (i)           Termination Due to
Death. If the Optionee’s employment terminates by reason of such
Optionee’s death, this Stock Option may be exercised, to the extent exercisable
on the date of such termination, by the Optionee, the Optionee’s legal
representative or legatee for a period of twelve (12) months from the date of
death or until the Expiration Date, if earlier, subject in any event to
Section 6.

     

    (ii)           Termination Due to
Disability.  If the Optionee’s employment terminates by reason
of such Optionee’s disability (as defined in Section 422(c) of the Code),
this Stock Option may be exercised, to the extent exercisable on the date of
such termination, by the Optionee, the Optionee’s legal representative or
legatee for a period of six (6) months from the date of death or disability or
until the Expiration Date, if earlier, subject in any event to
Section 6.

     

    (iii)           Other
Termination.  If the Optionee’s employment terminates for any
reason other than death or disability, and unless otherwise determined by the
Committee, this Stock Option may be exercised, to the extent exercisable on the
date of termination, for a period of 90 days from the date of termination or
until the Expiration Date, if earlier; provided, however, if the
Optionee’s employment is terminated for Cause, this Stock Option shall terminate
immediately upon the date of such termination.

     

    For
purposes hereof, the Committee’s determination of the reason for termination of
the Optionee’s employment shall be conclusive and binding on the Optionee and
his or her representatives or legatees.  Any portion of the Stock
Option that is not exercisable on the date of termination of the employment
shall terminate immediately and be null and void.

     

    3.           
Exercise of Stock
Option.

     

    (a)           The
Optionee may exercise this Stock Option only in the following
manner:  Prior to the Expiration Date (subject to Section 6), the
Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in
the form of Appendix A
hereto indicating his or her election to purchase some or all of the Option
Shares with respect to which this Stock Option is exercisable at the time of
such notice.  Such notice shall specify the number of Option Shares to
be purchased.  Payment of the purchase price may be made by one or
more of the methods described below.  Payment instruments will be
received subject to collection.

     

    (i)           in
cash, by certified or bank check, or other instrument acceptable to the
Committee in U.S. funds payable to the order of the Company in an amount equal
to the purchase price of such Option Shares;

     

    (ii)           by
the Optionee delivering to the Company a promissory note if the Board has
expressly authorized the loan of funds to the Optionee for the purpose of
enabling or assisting the Optionee to effect the exercise of his or her Stock
Option; provided that at least so much
of the exercise price as represents the par value of the Stock shall be paid
other than with a promissory note if otherwise required by state
law;

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    (iii)           if
the Company’s Initial Public Offering has occurred, then (A) through the
delivery (or attestation to ownership) of shares of Common Stock that have been
purchased by the Optionee on the open market or that have been held by the
Optionee for at least six (6) months and are not subject to restrictions under
any plan of the Company and in any event with an aggregate Fair Market Value (as
of the date of such exercise) equal to the option purchase price, (B) by the
Optionee delivering to the Company a properly executed Exercise Notice together
with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the option purchase
price, provided
that in the
event the Optionee chooses to pay the option purchase price as so provided, the
Optionee and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Committee shall prescribe as
a condition of such payment procedure, or (C) a combination of (i), (ii),
(iii)(A) and (iii)(B) above; or

     

    (iv)           in
connection with any Sale Event or termination of the Optionee’s employment
(other than by the Company for Cause), by delivery of a notice of “net exercise”
to the Company, pursuant to which the Optionee shall receive the number of
shares of Common Stock underlying the Stock Option so exercised reduced by the
number of shares of Common Stock equal to the aggregate exercise price of the
Stock Option divided by the Fair Market Value on the date of
exercise.

     

    (b)           Certificates
for the Option Shares so purchased will be issued and delivered to the Optionee
upon compliance to the satisfaction of the Committee with all requirements under
applicable laws or regulations in connection with such
issuance.  Until the Optionee shall have complied with the
requirements hereof and of the Plan, the Company shall be under no obligation to
issue the Option Shares subject to this Stock Option, and the determination of
the Committee as to such compliance shall be final and binding on the
Optionee.  The Optionee shall not 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 this Stock Option unless and until this Stock Option shall have been
exercised pursuant to the terms hereof, the Company shall have issued and
delivered the Issued Shares to the Optionee, and the Optionee’s name shall have
been entered as a stockholder of record on the books of the
Company.  Thereupon, the Optionee shall have full dividend and other
ownership rights with respect to such Issued Shares, subject to the terms of
this Agreement.

     

    (c)           Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall
be exercisable after the Expiration Date.

     

    4.           
Incorporation
of Plan.  Notwithstanding anything herein to the contrary, this
Stock Option shall be subject to and governed by all the terms and conditions of
the Plan.

     

    5.           
Transferability
of Stock Option.  This Agreement is
personal to the Optionee and is not transferable by the Optionee in any manner
other than by will or by the laws of descent and distribution; provided,
however, that the Stock Option may be transferred to a Permitted Transferee,
provided that the transferee agrees in writing with the Company to be bound by
all of the terms and conditions of the Plan and this Agreement.  The
Stock Option may be exercised during the Optionee’s lifetime only by the
Optionee (or by the Optionee’s guardian or personal representative in the event
of the Optionee’s incapacity, or a Permitted Transferee to the extent
transferred in accordance with this Agreement).  The Optionee may
elect to designate a beneficiary by providing written notice of the name of such
beneficiary to the Company, and may revoke or change such designation at any
time by filing written notice of revocation or change with the Company; such
beneficiary may exercise the Optionee’s Stock Option in the event of the
Optionee’s death to the extent provided herein.  If the Optionee does
not designate a beneficiary, or if the designated beneficiary predeceases the
Optionee, the legal representative of the Optionee may exercise this Stock
Option to the extent provided herein in the event of the Optionee’s
death.

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    6.           
Effect of
Certain Transactions.  In the case of a Sale Event, this Stock
Option shall terminate upon the effective time of any such Sale Event unless
provision is made in connection with such transaction in the sole discretion of
the parties thereto for the continuation or assumption of this Stock Option
heretofore granted, or the substitution of this Stock Option with a new Stock
Option of the successor entity or a parent thereof, with such adjustment as to
the number and kind of shares and the per share exercise prices as such parties
shall agree.  In the event of such termination, the Optionee shall be
permitted, for a specified period of time prior to the consummation of the Sale
Event as determined by the Committee, to exercise all portions of the Stock
Option which are then exercisable.

     

    7.           
Withholding
Taxes.  The Optionee shall, not later than the date as of which
the exercise of this Stock Option becomes a taxable event for federal income tax
purposes, pay to the Company or make arrangements satisfactory to the Committee
for payment of any federal, state and local taxes required by law to be withheld
on account of such taxable event.  Subject to approval by the
Committee, the Optionee may elect to have the minimum tax withholding obligation
satisfied, in whole or in part, by authorizing the Company to withhold from
shares of Common Stock to be issued or transferring to the Company, a number of
shares of Common Stock with an aggregate Fair Market Value that would satisfy
the minimum withholding amount due.  The Optionee acknowledges and
agrees that the Company or any Subsidiary of the Company has the right to deduct
from payments of any kind otherwise due to the Optionee, or from the Option
Shares to be issued in respect of an exercise of this Stock Option, any federal,
state or local taxes of any kind required by law to be withheld with respect to
the issuance of Option Shares to the Optionee.

     

    8.           
Restrictions
on Transfer of Issued Shares.  None of the
Issued Shares acquired upon exercise of the Stock Option shall be sold,
assigned, transferred, pledged, hypothecated, given away or in any other manner
disposed of or encumbered, whether voluntarily or by operation of law, unless
such transfer is in compliance with all applicable securities laws (including,
without limitation, the Securities Act of 1933, as amended, and the rules and
regulations thereunder (the “Act”)), and such disposition is in accordance with
the terms and conditions of Sections 8 and 9 and such disposition does not cause
the Company to become subject to the reporting requirements of
the  Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  In connection with any transfer of Issued Shares, the Company
may require the transferor to provide at the Optionee’s own expense an opinion
of counsel to the transferor, satisfactory to the Company, that such transfer is
in compliance with all foreign, federal and state securities laws (including,
without limitation, the Act).  Any attempted disposition of Issued
Shares not in accordance with the terms and conditions of Sections 8 and 9 shall
be null and void, and the Company shall not reflect on its records any change in
record ownership of any Issued Shares as a result of any such disposition, shall
otherwise refuse to recognize any such disposition and shall not in any way give
effect to any such disposition of any Issued Shares.  Subject to the
foregoing general provisions, Issued Shares may be transferred pursuant to the
following specific terms and conditions:

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    (a)           Transfers to Permitted
Transferees.  The Optionee may sell, assign, transfer or give
away any or all of the Issued Shares to Permitted Transferees; provided, however, that such
Permitted Transferee(s) shall, as a condition to any such transfer, agree to be
subject to the provisions of this Agreement to the same extent as the Optionee
(including, without limitation, the provisions of Sections 8, 9, 11 and 12) and
shall have delivered a written acknowledgment to that effect to the
Company.

     

    (b)           Transfers Upon
Death.  Upon the death of the Optionee, any Issued Shares then
held by the Optionee at the time of such death and any Issued Shares acquired
thereafter by the Optionee’s legal representative pursuant to this Agreement
shall be subject to the provisions of Sections 8, 9, 11 and 12, if applicable,
and the Optionee’s estate, executors, administrators, personal representatives,
heirs, legatees and distributees shall be obligated to convey such Issued Shares
to the Company or its assigns under the terms contemplated hereby.

     

    (c)           Company’s Right of First
Refusal.  In the event that the Optionee (or any Permitted
Transferee holding Issued Shares subject to this Section 8(c)) desires to
sell or otherwise transfer all or any part of the Issued Shares, the Optionee
(or Permitted Transferee) first shall give written notice to the Company of the
Optionee’s (or Permitted Transferee’s) intention to make such
transfer.  Such notice shall state the number of Issued Shares which
the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”),
the price and the terms at which the proposed sale is to be made and the name
and address of the proposed transferee.  At any time within thirty
(30) days after the receipt of such notice by the Company, the Company or its
assigns may elect to purchase all or any portion of the Offered Shares at the
price and on the terms offered by the proposed transferee and specified in the
notice.  The Company or its assigns shall exercise this right by
mailing or delivering written notice to the Optionee (or Permitted Transferee)
within the foregoing 30-day period.  If the Company or its assigns
elect to exercise its purchase rights under this Section 8(c), the closing
for such purchase shall, in any event, take place within forty-five (45) days
after the receipt by the Company of the initial notice from the Optionee (or
Permitted Transferee).  In the event that the Company or its assigns
do not elect to exercise such purchase right, or in the event that the Company
or its assigns do not pay the full purchase price within such 45-day period, the
Optionee (or Permitted Transferee) may, within sixty (60) days thereafter, sell
the Offered Shares to the proposed transferee and at the same price and on the
same terms as specified in the Optionee’s (or Permitted Transferee’s)
notice.  Any Shares purchased by such proposed transferee shall no
longer be subject to the terms of this Agreement.  Any Shares not sold
to the proposed transferee shall remain subject to this
Agreement.  Notwithstanding the foregoing, the restrictions under this
Section 8(c) shall terminate in accordance with
Section 13(a).

     

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    9.           
Company’s Right of
Repurchase.

     

    (a)           Right of
Repurchase.  The Company shall have the right (the “Repurchase
Right”) upon the occurrence of any of the events specified in Section 9(b)
below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted
Transferee) some or all (as determined by the Company) of the Issued Shares held
or subsequently acquired upon exercise of this Stock Option in accordance with
the terms hereof by the Optionee (or any Permitted Transferee) at the price per
share specified below.  The Repurchase Right may be exercised by the
Company within the later of (i) six months following the date of such event or
(ii) seven months after the exercise of this Stock Option (the “Repurchase
Period”).  The Repurchase Right shall be exercised by the Company by
giving the holder written notice on or before the last day of the Repurchase
Period of its intention to exercise the Repurchase Right, and, together with
such notice, tendering to the holder an amount equal to the Fair Market Value of
the shares, determined as provided in Section 9(c).  The Company
may assign the Repurchase Right to one or more Persons.  Upon such
notification, the Optionee and any Permitted Transferees shall promptly
surrender to the Company any certificates representing the Issued Shares being
purchased, together with a duly executed stock power for the transfer of such
Issued Shares to the Company or the Company’s assignee or
assignees.  Upon the Company’s or its assignee’s receipt of the
certificates from the Optionee or any Permitted Transferees, the Company or its
assignee or assignees shall deliver to him, her or them a check for the
Repurchase Price of the Issued Shares being purchased; provided, however, that the
Company may pay the Repurchase Price for such shares by offsetting and canceling
any indebtedness then owed by the Optionee to the Company.  At such
time, the Optionee and/or any holder of the Issued Shares shall deliver to the
Company the certificate or certificates representing the Issued Shares so
repurchased, duly endorsed for transfer, free and clear of any liens or
encumbrances.  The Repurchase Right shall terminate in accordance with
Section 13(a).

     

    (b)           Company’s Right to Exercise
Repurchase Right.  The Company shall have the Repurchase Right
in the event that any of the following events shall occur:

     

    (i)           the
voluntary termination by the Optionee of his or her employment with the Company
and its subsidiaries for any reason whatsoever, regardless of the circumstances
thereof, and including without limitation upon death, disability, retirement or
discharge or resignation for any reason; or

     

    (ii)           termination
of the Optionee’s employment with the Company and its subsidiaries for Cause;
or

     

    (iii)           the
Optionee’s or Permitted Transferee’s Bankruptcy.

     

    (c)           Determination of Fair Market
Value.  The fair market value of the Issued Shares shall be,
for purposes of this Section 9, determined by the Board as of the date the
Board elects to exercise its repurchase rights in connection with a Repurchase
Event.  [For senior
executives only:] [; provided, however, that if the Optionee or Permitted
Transferee, as applicable, disagrees with the Board’s determination of Fair
Market Value, the Board shall select and retain an independent appraiser
(reasonably acceptable to the Optionee or Permitted Transferee, as applicable)
to determine the Fair Market Value, acting reasonably and in good faith, at the
Company’s expense; provided, further, however, that if the appraiser determines
that Fair Market Value is less than 105% of the amount determined by the Board,
the challenging Optionee or Permitted Transferee, as applicable, shall pay the
fees and expenses of such appraiser.  The determination of Fair Market
Value by the appraiser shall be binding and conclusive on the Company and such
Optionee or Permitted Transferee, as applicable.]

     

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    10.           Escrow
Arrangement.

     

    (a)           Escrow.  In
order to carry out the provisions of Sections 8, 9 and 11 of this Agreement more
effectively, the Company shall hold any Issued Shares in escrow together with
separate stock powers executed by the Optionee in blank for transfer, and any
Permitted Transferee shall, as an additional condition to any transfer of Issued
Shares, execute a like stock power as to such Issued Shares.  The
Company shall not dispose of the Issued Shares except as otherwise provided in
this Agreement.  In the event of any repurchase by the Company (or any
of its assigns), the Company is hereby authorized by the Optionee and any
Permitted Transferee, as the Optionee’s and each such Permitted Transferee’s
attorney-in-fact, to date and complete the stock powers necessary for the
transfer of the Issued Shares being purchased and to transfer such Issued Shares
in accordance with the terms hereof.  At such time as any Issued
Shares are no longer subject to the Company’s repurchase, first refusal and drag
along rights, the Company shall, at the written request of the Optionee, deliver
to the Optionee (or the relevant Permitted Transferee) a certificate
representing such Issued Shares with the balance of the Issued Shares to be held
in escrow pursuant to this Section 10.

     

    (b)           Remedy.  Without
limitation of any other provision of this Agreement or other rights, in the
event that the Optionee, any Permitted Transferees or any other person or entity
is required to sell the Optionee’s Issued Shares pursuant to the provisions of
Section 8, 9 and 11 of this Agreement and in the further event that he or
she refuses or for any reason fails to deliver to the Company or its designated
purchaser of such Issued Shares the certificate or certificates evidencing such
Issued Shares together with a related stock power, the Company or such
designated purchaser may deposit the applicable purchase price for such Issued
Shares with a bank designated by the Company, or with the Company’s independent
public accounting firm, as agent or trustee, or in escrow, for the Optionee, any
Permitted Transferees or other person or entity, to be held by such bank or
accounting firm for the benefit of and for delivery to him, her, them or it,
and/or, in its discretion, pay such purchase price by offsetting any
indebtedness then owed by the Optionee as provided above.  Upon any
such deposit and/or offset by the Company or its designated purchaser of such
amount and upon notice to the person or entity who was required to sell the
Issued Shares to be sold pursuant to the provisions of Sections 8, 9 and 11,
such Issued Shares shall at such time be deemed to have been sold, assigned,
transferred and conveyed to such purchaser, the holder thereof shall have no
further rights thereto (other than the right to withdraw the payment thereof
held in escrow, if applicable), and the Company shall record such transfer in
its stock transfer book or in any appropriate manner.

     

    11.           Drag
Along Right.  In the event the
TA Investors and the Rho Investors (as such terms are defined in the
Stockholders Agreement) (the “Majority Shareholders”) approve a Sale Event in
writing, the Optionee, including any Permitted Transferees, shall be obligated
to and shall upon the written request of a Majority Shareholders (subject to
Section 6):  (a) sell, transfer and deliver, or cause to be sold,
transferred and delivered, to the third party buyer (the “Buyer”), his or her
Issued Shares (including for this purpose all of such Optionee’s or his or her
Permitted Transferee’s Issued Shares that presently or as a result of any such
transaction may be acquired upon the exercise of options (following the payment
of the exercise price therefor)) on substantially the same terms applicable to
the Majority Shareholders (with appropriate adjustments to reflect the
conversion of convertible securities, the redemption of redeemable securities
and the exercise of exercisable securities as well as the relative preferences
and priorities of preferred stock); and (b) execute and deliver such instruments
of conveyance and transfer and take such other action, including voting such
Issued Shares in favor of any Sale proposed by the Majority Shareholders and
executing any purchase agreements, merger agreements, indemnity agreements,
escrow agreements or related documents, as the Majority Shareholders or the
Buyer may reasonably require in order to carry out the terms and provisions of
this Section 11.  The obligations under this Section 11
shall terminate in accordance with  Section 13(a).

     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    12.           Lockup
Provision.  The Optionee
agrees, if requested by the Company and any underwriter engaged by the Company,
not to sell or otherwise transfer or dispose of any Issued Shares (including,
without limitation pursuant to Rule 144 under the Act) held by him or her for
such period following the effective date of any registration statement of the
Company filed under the Act as the Company or such underwriter shall specify
reasonably and in good faith, not to exceed 180 days in the case of the
Company’s Initial Public Offering or ninety (90) days in the case of any other
public offering.

     

    13.           Miscellaneous
Provisions.

     

    (a)           Termination.  The
Company’s repurchase rights under Section 9, the restrictions on transfer
of Issued Shares under Section 8(c) and the Drag Along obligations under
Section 11 shall terminate upon the closing of the Company’s Initial Public
Offering or upon consummation of any Sale Event, in either case as a result of
which shares of the Company (or successor entity) of the same class as the
Issued Shares are registered under Section 12 of the Exchange Act and
publicly traded on NASDAQ/NMS or any national security exchange.

     

    (b)           Equitable
Relief.  The parties hereto agree and declare that legal
remedies may be inadequate to enforce the provisions of this Agreement and that
equitable relief, including specific performance and injunctive relief, may be
used to enforce the provisions of this Agreement.

     

    (c)           Adjustments for Changes in
Capital Structure.  If, as a result of any reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar change in the Common Stock, the outstanding shares of
Common Stock are increased or decreased or are exchanged for a different number
or kind of shares of the Company’s stock, the restrictions contained in this
Section 8 shall apply with equal force to additional and/or substitute
securities, if any, received by the Optionee in exchange for, or by virtue of
his or her ownership of, Issued Shares.

     

    (d)           Change and
Modifications.  This Agreement may not be orally changed,
modified or terminated, nor shall any oral waiver of any of its terms be
effective.  This Agreement may be changed, modified or terminated only
by an agreement in writing signed by the Company and the Optionee.

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    (e)           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of Delaware without regard to conflict of law
principles.

     

    (f)           Headings.  The
headings are intended only for convenience in finding the subject matter and do
not constitute part of the text of this Agreement and shall not be considered in
the interpretation of this Agreement.

     

    (g)           Saving
Clause.  If any provision(s) of this Agreement shall be
determined to be illegal or unenforceable, such determination shall in no manner
affect the legality or enforceability of any other provision
hereof.

     

    (h)           Notices.  All
notices, requests, consents and other communications shall be in writing and be
deemed given when delivered personally, by telex or facsimile transmission or
when received if mailed by first class registered or certified mail, postage
prepaid.  Notices to the Company or the Optionee shall be addressed as
set forth underneath their signatures below, or to such other address or
addresses as may have been furnished by such party in writing to the
other.

     

    (i)           Benefit and Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective successors, permitted
assigns, and legal representatives.  The Company has the right to
assign this Agreement, and such assignee shall become entitled to all the rights
of the Company hereunder to the extent of such assignment.

     

    (j)           Dispute
Resolution.  Except as provided below, all disputes, claims, or
controversies arising out of or relating to this Agreement, or the negotiation,
validity or performance hereof or the transactions contemplated hereby, that are
not resolved by mutual agreement shall be resolved solely and exclusively by
binding arbitration to be conducted before J.A.M.S./Endispute, Inc. or its
successor.  The parties understand and agree that this arbitration
provision shall apply equally to claims of fraud or fraud in the
inducement.  The arbitration shall be held in New York City, New York
before a single arbitrator and shall be conducted in accordance with the rules
and regulations promulgated by J.A.M.S./Endispute, Inc. unless specifically
modified herein.

     

    The parties covenant and agree that the
arbitration shall commence within one hundred twenty (120) days of the date on
which a written demand for arbitration is filed by any party
hereto.  In connection with the arbitration proceeding, the arbitrator
shall have the power to order the production of documents by each party and any
third-party witnesses.  In addition, each party may take up to three
depositions as of right, and the arbitrator may in his or her discretion allow
additional depositions upon good cause shown by the moving
party.  However, the arbitrator shall not have the power to order the
answering of interrogatories or the response to requests for
admission.  In connection with any arbitration, each party shall
provide to the other, no later than fourteen (14) business days before the date
of the arbitration, the identity of all persons that may testify at the
arbitration, a copy of all documents that may be introduced at the arbitration
or considered or used by a party’s witness or expert, and a summary of the
expert’s opinions and the basis for said opinions.  The arbitrator’s
decision and award shall be made and delivered within sixty (60) days of the
conclusion of the arbitration.  The arbitrator’s decision shall set
forth a reasoned basis for any award of damages or finding of
liability.  The arbitrator shall not have power to award damages in
excess of actual compensatory damages and shall not multiply actual damages or
award punitive damages or any other damages that are specifically excluded under
this Agreement, and each party hereby irrevocably waives any claim to such
damages.

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    The parties covenant and agree that
they will participate in the arbitration in good faith and that they will share
equally its costs, except as otherwise provided herein.  The
arbitrator may in his or her discretion assess costs and expenses (including the
reasonable legal fees and expenses of the prevailing party) against any party to
a proceeding.  Any party unsuccessfully refusing to comply with an
order of the arbitrators shall be liable for costs and expenses, including
attorneys’ fees, incurred by the other party in enforcing the
award.  This Section applies equally to requests for temporary,
preliminary or permanent injunctive relief, except that in the case of temporary
or preliminary injunctive relief any party may proceed in court without prior
arbitration for the limited purpose of avoiding immediate and irreparable
harm.  The provisions of this Section shall be enforceable in any
court of competent jurisdiction.

     

    Subject to the second sentence of the
immediately preceding paragraph, the parties shall bear their own attorneys’
fees, costs and expenses in connection with the arbitration.  The
parties will share equally in the fees and expenses charged by
J.A.M.S./Endispute, Inc.

     

    Each of the parties hereto irrevocably
and unconditionally consents to the exclusive jurisdiction of
J.A.M.S./Endispute, Inc. to resolve all disputes, claims or controversies
arising out of or relating to this Agreement or any other agreement executed and
delivered pursuant to this Agreement or the negotiation, validity or performance
hereof and thereof or the transactions contemplated hereby and thereby and
further consents to the jurisdiction of the courts of New York for the purposes
of enforcing the arbitration provisions of this Section.  Each party
further irrevocably waives any objection to proceeding before
J.A.M.S./Endispute, Inc. based upon lack of personal jurisdiction or to the
laying of venue and further irrevocably and unconditionally waives and agrees
not to make a claim in any court that arbitration before J.A.M.S./Endispute,
Inc. has been brought in an inconvenient forum.  Each of the parties
hereto hereby consents to service of process by registered mail at the address
to which notices are to be given.  Each of the parties hereto agrees
that its or his submission to jurisdiction and its or his consent to service of
process by mail is made for the express benefit of the other parties
hereto.

     

    (k)           Counterparts.  For
the convenience of the parties and to facilitate execution, this Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
document.

     

    [SIGNATURE
PAGE FOLLOWS]

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    
      


      The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned as of the date first above
written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	
                                                TA
      INDIGO HOLDING CORPORATION

                                              
	 	 
	 	 
	 
      	
                                                By:

                                              	 
      
	 
      	 
      	
                                                Name:

                                              
	 
      	 
      	
                                                Title:

                                              
	 	 	 
	 
      	
                                                Address:

                                              
	 
      	 
      
	 	 
	 	 
	 
      	 
      
	 	 
	 
      	 
      


                                      

                                    

                                     

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned as of the date first above
written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      OPTIONEE:

                                    
	 
      	 
      
	 	 
	 	 
	 
      	
                                      Name:

                                    
	 	 
	 
      	
                                      Address:

                                    
	 
      	 
      
	 	 
	 	 
	 	 
	 
      	 
      
	 
      	 
      


                            

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

      [SPOUSE’S
CONSENT1

      I
acknowledge that I have read the

      foregoing
Incentive Stock Option Agreement

      and
understand the contents thereof.

       

      ____________________________________]

      


      

        ___________________________

      

      
        1 A
spouse’s consent is required only if the Optionee’s state of residence is one of
the following community property states:  Arizona, California, Idaho,
Louisiana, New Mexico, Nevada, Texas, Washington and Wisconsin (check WI
statute).


      

    

    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    DESIGNATED
      BENEFICIARY:

                                  
	 
      	 
      
	 	 
	 	 
	 
      	
                                    Beneficiary’s
      Address:

                                  
	 
      	 
      
	 
      	 
      
	 	 
	 	 
	 	 
	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    
      


      Appendix
A

       

      STOCK
OPTION EXERCISE NOTICE

       

      TA Indigo
Holding Corporation

      Attention:
Chief Financial Officer

      _________________________

      _________________________

       

      Pursuant
to the terms of my stock option agreement dated __________ (the “Agreement”)
under the TA Indigo Holding Corporation 2007 Stock Option and Grant
Plan, I, [Insert Name] ________________, hereby [Circle One] partially/fully
exercise such option by including herein payment in the amount of $______
representing the purchase price for [Fill in number of Option Shares] _______
option shares.  I have chosen the following form(s) of
payment:

       

      
        
          
            	 
      	
                    o

                  	
                    1.

                  	
                    Cash

                  	 
	 
      	
                    o

                  	
                    2.

                  	
                    Certified
      or bank check payable to TA Indigo Holding Corporation

                  	 
	 
      	
                    o

                  	
                    3.

                  	
                    Other
      (as described in the Agreement (please describe))

                  	 
	 
      	 
      	 
      	 
      	 


          

           

        

      

      In
connection with my exercise of the option as set forth above, I hereby represent
and warrant to TA Indigo Holding Corporation as follows:

       

      (i)           I
am purchasing the option shares for my own account for investment only, and not
for resale or with a view to the distribution thereof.

       

      (ii)           I
have had such an opportunity as I have deemed adequate to obtain from TA Indigo
Holding Corporation such information as is necessary to permit me to evaluate
the merits and risks of my investment in TA Indigo Holding Corporation and have
consulted with my own advisers with respect to my investment in TA Indigo
Holding Corporation.

       

      (iii)           I
have sufficient experience in business, financial and investment matters to be
able to evaluate the risks involved in the purchase of the option shares and to
make an informed investment decision with respect to such purchase.

       

      (iv)           I
can afford a complete loss of the value of the option shares and am able to bear
the economic risk of holding such option shares for an indefinite period of
time.

       

      


      
        
          
             


          

          
            15

            
              

            

          

          
             


          

        

      

       

      (v)           I
understand that the option shares may not be registered under the Securities Act
of 1933 (it being understood that the option shares are being issued and sold in
reliance on the exemption provided in Rule 701 thereunder) or any applicable
state securities or “blue sky” laws and may not be sold or otherwise transferred
or disposed of in the absence of an effective registration statement under the
Securities Act of 1933 and under any applicable state securities or “blue sky”
laws (or exemptions from the registration requirement thereof).  I
further acknowledge that certificates representing option shares will bear
restrictive legends reflecting the foregoing.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      Sincerely
      yours,

                                    
	 
      	 
      
	 	 
	 	 
	 
      	
                                      Name:

                                    
	 	 
	 
      	
                                      Address:

                                    
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 	 
	 	 
	 	 




                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

     

    
      Restricted
Stock Agreement

      under
the TA Indigo Holding Corporation

      2007
Stock Option and Grant Plan

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Name
      of Optionee:

                                	 
      	 
      	
                                  (the
      “Optionee”)

                                
	 	 	 	 
	
                                  No. of Option
      Shares:

                                	 
      	 
      	
                                  Shares
      of Common Stock

                                
	 	 	 	 
	
                                  Grant
      Date:

                                	 
      	 
      	
                                  (the
      “Grant Date”)

                                
	 	 	 	 
	
                                  Expiration
      Date:

                                	 
      	 
      	
                                  (the
      “Expiration Date”)

                                
	 	 	 	 
	
                                  Option
      Exercise Price/Share:

                                	
                                  $

                                	 
      	
                                  (the
      “Option Exercise
Price”)

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
         

        Pursuant
to the TA Indigo Holding Corporation 2007 Stock Option and Grant Plan (the
“Plan”), TA Indigo Holding Corporation, a Delaware corporation (together with
its successors, the “Company”), hereby grants, sells and issues to the
individual named above, who is an officer, employee, director or other key
person (including prospective employees, but conditioned on their employment,
and consultants) of the Company or any of its Subsidiaries, the Shares (as
defined below) at the Per Share Purchase Price, which represents the Fair Market
Value per share on the Grant Date, subject to the terms and conditions set forth
herein and in the Plan.  The Grantee agrees to the provisions set
forth herein and acknowledges that each such provision is a material condition
of the Company’s agreement to issue and sell the Shares to him or
her.  The Company hereby acknowledges receipt of $[_______] in full payment for
the Shares.  All references to share prices and amounts herein shall
be equitably adjusted to reflect stock splits, stock dividends,
recapitalizations, mergers, reorganizations and similar changes affecting the
capital stock of the Company, and any shares of capital stock of the Company
received on or in respect of Shares in connection with any such event (including
any shares of capital stock or any right, option or warrant to receive the same
or any security convertible into or exchangeable for any such shares or received
upon conversion of any such shares) shall be subject to this Agreement on the
same basis and extent at the relevant time as the Shares in respect of which
they were issued, and shall be deemed Shares as if and to the same extent they
were issued at the date hereof.

         

        1.           
Definitions.  For the purposes
of this Agreement, the following terms shall have the following respective
meanings.  All capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Plan.

         

        “Bankruptcy” shall
mean (i) the filing of a voluntary petition under any bankruptcy or insolvency
law, or a petition for the appointment of a receiver or the making of an
assignment for the benefit of creditors, with respect to the Grantee or any
Permitted Transferee, or (ii) the Grantee or any Permitted Transferee being
subjected involuntarily to such a petition or assignment or to an attachment or
other legal or equitable interest with respect to the Grantee’s or the Permitted
Transferee’s assets, which involuntary petition or assignment or attachment is
not discharged within sixty (60) days after its date, and (iii) the Grantee or
any Permitted Transferee being subject to a transfer of Shares by operation of
law (including by divorce, even if not insolvent), except by reason of
death.

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        “Cause” means, in the
absence of any employment or similar agreement between a Grantee and the Company
or any Subsidiary otherwise defining Cause, dismissal by the Company of the
Grantee as a result of (i) the commission of any act by the Grantee constituting
financial dishonesty against the Company or any Subsidiary (which act would be
chargeable as a crime under applicable law); (ii) the Grantee’s engaging in any
other act of fraud, intentional misrepresentation, moral turpitude, illegality
or harassment; (iii) unauthorized use or disclosure by an Grantee of any
proprietary information or trade secrets of the Company or any other party to
whom the Grantee owes an obligation of nondisclosure as a result of his or her
relationship with the Company; (iv) the repeated failure by the Grantee to
follow the directives of the chief executive officer or president of the Company or any
Subsidiary, the Board, or the board of directors or managers of any Subsidiary;
or (v) any material misconduct, violation of the Company’s or any Subsidiary’s
policies, or willful and deliberate non-performance of duty by the Grantee in
connection with the business affairs of the Company or any
Subsidiary.  In the event there is an employment or similar agreement
between a Grantee and the Company or any Subsidiary otherwise defining Cause,
“Cause” shall have the meaning provided in such agreement.

         

        “Common Stock” shall
mean the Company’s Common Stock, par value $0.001 per share, together with any
shares into which Common Stock may be converted or exchanged, as provided above
and herein.

         

        “Permitted
Transferees” shall mean any of the following to whom the Grantee may
transfer Shares hereunder (as set forth in Section 4):  the
Grantee’s spouse, children (natural or adopted), stepchildren, a trust for their
sole benefit of which the Grantee is the settlor; provided, however, that any
such trust does not require or permit distribution of any Shares during the term
of this Agreement unless subject to its terms, or a partnership in which such
family members are the only partners.  Upon the death of the Grantee
(or a Permitted Transferee to whom shares have been transferred hereunder), the
term Permitted Transferees shall also include such deceased Grantee’s (or such
deceased Permitted Transferee’s) estate, executions, administrations, personal
representations, heirs, legatees and distributees, as the case may
be.

         

        “Person” shall mean
any individual, corporation, partnership (limited or general), limited liability
company, limited liability partnership, association, trust, joint venture,
unincorporated organization or any similar entity.

         

        “Restricted Shares”
shall initially mean all of the Shares being purchased by the Grantee on the
date hereof, provided that on each
of the dates listed below, the respective number of Shares indicated below shall
become Vested Shares if Grantee remains an employee on each such
date.

         

        
           

          
            
              
                
                  
                    
                      	
                              Vesting Date

                            	
                              
                                Percentage
      of Shares

                                 

                                
                                  Becoming
  Vested

                                

                              

                            
	 	 
	
                               
      June 30, 2008

                            	
                              25%

                               

                            
	
                              Beginning
      July 31, 2008 and in

                              42
      equal monthly installments 

                                thereafter

                              

                            	 
      

                              1.78%

                            
	
                              
                                 

                              

                            	
                               

                            
	
                              
                                December
      31, 2011

                              

                            	
                              100%

                            
	
                               

                            	
                               

                            


                    

                  

                

              

            

          

        


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


        In the event that the remainder of the
Restricted Shares listed above which is then unvested are assumed or continued
by the Company or its successor entity in the sole discretion of the parties to
a Sale Event and within 6 months following a Sale Event the Company and its
Subsidiaries or successor entity terminates the employment of the Grantee
without Cause, then, as of the date upon which the Grantee’s employment with the
Company terminates, such number of Restricted Shares that would have been vested
under the vesting schedule set forth above had the Grantee’s employment
terminated one year after such termination date shall vest and be deemed Vested
Shares.

         

        [For senior executives only:]
[If, within twelve months following a Sale Event, the Company, its Subsidiaries
or its successor entity, as the case may be, terminates the employment of the
Grantee without Cause or materially diminishes the Grantee’s duties, then, as of
the date upon which the Grantee’s employment with the Company terminates, or
such earlier date of diminution of duties, all Restricted Shares remaining
unvested shall vest and be deemed Vested Shares; provided, however, that if such
Restricted Shares do not constitute an Assumed Award, a Substituted Award or a
Converted Award in such Sale Event, then immediately prior to such Sale Event,
one-half of such Restricted Shares shall vest and be deemed Vested
Shares.]

         

        “Sale Event” shall
mean and include any of the following: (a) consummation of a merger or
consolidation of the Company with or into any other corporation or other entity
in which holders of the Company’s voting securities immediately prior to such
merger or consolidation will not, directly or indirectly, continue to hold at
least a majority of the outstanding voting securities of the Company; (b) a
sale, lease, exchange or other transfer (in one transaction or a related series
of transactions) of all or substantially all of the Company’s and its
Subsidiaries’ assets on a consolidated basis to an unrelated person or entity;
or (c) the sale, exchange or transfer by the Company’s stockholders of voting
control, in a single transaction or series of related transactions, other than
as a result of (i) an acquisition of securities directly from the Company
or (ii) an acquisition of securities by the Company which by reducing the
voting securities outstanding increases the proportionate voting power
represented by the voting securities owned by any such person or group of
persons to fifty percent (50%) or more of the combined voting power of such
voting securities.

         

        “Shares” shall mean
the number of shares of Common Stock being purchased by the Grantee on the date
hereof and any additional shares of Common Stock or other securities received in
respect of the Shares, as a dividend on, or otherwise on account of, the
Shares.

         

        “Termination Event”
shall mean (i) the voluntary termination by the Grantee of his or her employment
with the Company and its subsidiaries for any reason whatsoever, regardless of
the circumstances thereof, and including without limitation upon death,
disability, retirement or discharge or resignation for any reason, and (ii)
termination of the Grantee’s employment with the Company and its subsidiaries
for Cause.  For purposes hereof, the Committee’s determination of the
reason for termination of the Grantee’s employment shall be conclusive and
binding on the Grantee and the Grantee’s representatives or
legatees.  Upon a Termination Event, the Grantee shall cease to vest
in any Restricted Shares.

         


        
          
             


          

          
            3

            
              

            

          

          
             


          

        


        “Vested Shares” shall
mean all Shares which are not Restricted Shares.

         

        2.           
Purchase and Sale of
Shares; Investment Representations.

         

        (a)           Purchase and
Sale.  On the date hereof, the Company hereby sells to the
Grantee, and the Grantee hereby purchases from the Company, the number of Shares
set forth above for the Per Share Purchase Price.

         

        (b)           Investment
Representations.  In connection with the purchase and sale of
the Shares contemplated by Section 2(a) above, the Grantee hereby
represents and warrants to the Company as follows:

         

        (i)          The
Grantee is purchasing the Shares for the Grantee’s own account for investment
only, and not for resale or with a view to the distribution
thereof.

         

        (ii)          The
Grantee has had such an opportunity as he or she has deemed adequate to obtain
from the Company such information as is necessary to permit him or her to
evaluate the merits and risks of the Grantee’s investment in the Company and has
consulted with the Grantee’s own advisers with respect to the Grantee’s
investment in the Company.

         

        (iii)          The
Grantee has sufficient experience in business, financial and investment matters
to be able to evaluate the risks involved in the purchase of the Shares and to
make an informed investment decision with respect to such purchase.

         

        (iv)          The
Grantee can afford a complete loss of the value of the Shares and is able to
bear the economic risk of holding such Shares for an indefinite
period.

         

        (v)          The
Grantee understands that the Shares are not registered under the Act (it being
understood that the Shares are being issued and sold in reliance on the
exemption provided in Rule 701 thereunder) or any applicable state securities or
“blue sky” laws and may not be sold or otherwise transferred or disposed of in
the absence of an effective registration statement under the Act and under any
applicable state securities or “blue sky” laws (or exemptions from the
registration requirements thereof).  The Grantee further acknowledges
that certificates representing the Shares will bear restrictive legends
reflecting the foregoing.

         

        3.           
Repurchase
Right.

         

        (a)           Repurchase.  Upon
the occurrence of a Termination Event or the Bankruptcy of the Grantee, the
Company or its assigns shall have the right and option to repurchase all or any
portion of the Shares held by the Grantee or any Permitted Transferee as of the
date of such Termination Event or Bankruptcy.  In addition, upon the
Bankruptcy of any of the Grantee’s Permitted Transferees, the Company or its
assigns shall have the right and option to repurchase all or any portion of the
Shares held by such Permitted Transferee as of the date of such
Bankruptcy.  The purchase and sale arrangements contemplated by the
preceding sentences of this Section 3(a) are referred to herein as the
“Repurchase.”

         


        
          
             


          

          
            4

            
              

            

          

          
             


          

        


        (b)           Repurchase
Price.  The per share purchase price of the Shares subject to
the Repurchase (the “Repurchase Price”) shall be, subject to adjustment as
provided above (i) in the case of Shares which are Vested Shares as of the date
of the event giving rise to the Repurchase, the Fair Market Value of such Vested
Shares, as of the date the Board elects to exercise its Repurchase right, as
determined by the Board in good faith, and (ii) in the case of Restricted
Shares, the Per Share Purchase Price. The Repurchase right
with respect to Vested Shares shall terminate in accordance with
Section 10(b).  [For senior executives only:]
[; provided, however, that if the Grantee or Permitted Transferee, as
applicable, disagrees with the Board’s determination of Fair Market Value, the
Board shall select and retain an independent appraiser (reasonably acceptable to
the Grantee or Permitted Transferee, as applicable) to determine the Fair Market
Value, acting reasonably and in good faith, at the Company’s expense; provided,
further, however, that if the appraiser determines that Fair Market Value is
less than 105% of the amount determined by the Board, the challenging Grantee or
Permitted Transferee, as applicable, shall pay the fees and expenses of such
appraiser.  The determination of Fair Market Value by the appraiser
shall be binding and conclusive on the Company and such Grantee or Permitted
Transferee, as applicable.]

         

        (c)           Closing
Procedure.  The Company or its assigns shall effect the
Repurchase (if so elected) by delivering or mailing to the Grantee (and/or, if
applicable, any Permitted Transferees) written notice within six (6) months
after the Termination Event or Bankruptcy, specifying a date within such
six-month period in which the Repurchase shall be effected.  Upon such
notification, the Grantee and any Permitted Transferees shall promptly surrender
to the Company any certificates representing the Shares being purchased,
together with a duly executed stock power for the transfer of such Shares to the
Company or the Company’s assignee or assignees.  Upon the Company’s or
its assignee’s receipt of the certificates from the Grantee or any Permitted
Transferees, the Company or its assignee or assignees shall deliver to him, her
or them a check for the Repurchase Price of the Shares being purchased, provided, however, that the
Company may pay the Repurchase Price for such shares by offsetting and canceling
any indebtedness then owed by the Grantee to the Company.  At such
time, the Grantee and/or any holder of the Shares shall deliver to the Company
the certificate or certificates representing the Shares so repurchased, duly
endorsed for transfer, free and clear of any liens or
encumbrances.  The Repurchase right specified herein shall survive and
remain in effect as to Restricted Shares following and notwithstanding any
public offering by or merger or other transaction involving the Company and
certificates representing such Restricted Shares shall bear legends to such
effect, subject to Section 10(b) below.

         

        4.           
Restrictions
on Transfer of Shares.  None of the
Shares now owned or hereafter acquired shall be sold, assigned, transferred,
pledged, hypothecated, given away or in any other manner disposed of or
encumbered, whether voluntarily or by operation of law, unless such transfer is
in compliance with all applicable securities laws (including, without
limitation, the Act), and such disposition is in accordance with the terms and
conditions of this Section 4 and such disposition does not cause the
Company to become subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).  In connection
with any transfer of Shares, the Company may require the transferor to provide
at the Grantee’s own expense an opinion of counsel to the transferor,
satisfactory to the Company, that such transfer is in compliance with all
foreign, federal and state securities laws (including, without limitation, the
Act).  Any attempted disposition of Shares not in accordance with the
terms and conditions of this Section 4 shall be null and void, and the
Company shall not reflect on its records any change in record ownership of any
Shares as a result of any such disposition, shall otherwise refuse to recognize
any such disposition and shall not in any way give effect to any such
disposition of any Shares.  Subject to the foregoing general
provisions, Shares may be transferred pursuant to the following specific terms
and conditions:

         


        
          
             


          

          
            5

            
              

            

          

          
             


          

        


        (a)           Transfers to Permitted
Transferees.  The Grantee (but not any transferee thereof) may
sell, assign, transfer or give away any or all of the Shares to Permitted
Transferees; provided, however, that such
Permitted Transferee(s) shall, as a condition to any such transfer, agree to be
subject to the provisions of this Agreement (including, without limitation, the
provisions of Section 3 and this Section 4) and shall have delivered a
written acknowledgment to that effect to the Company.

         

        (b)           Transfers Upon
Death.  Upon the death of the Grantee, all Shares shall be
subject to the Repurchase and all Vested Shares shall be and remain subject to
Section 4(c), if applicable, and the Grantee’s estate, executors,
administrators, personal representatives, heirs, legatees and distributees shall
be obligated to convey such Shares to the Company or its assigns under the terms
contemplated hereby.

         

        (c)           Other Transfers; Notice;
Right of First Refusal.  In the event that the Grantee (or any
Permitted Transferee holding Shares subject to this Section 4(c)) desires
to sell or otherwise transfer all or any part of the Vested Shares (but in no
event Restricted Shares, which shall not be sold or transferred except as
contemplated by Section 3(a), 3(c) or 4(a) or (b)), the Grantee (or
Permitted Transferee) first shall give written notice to the Company of the
Grantee’s (or Permitted Transferee’s) intention to make such
transfer.  Such notice shall state the number of Vested Shares which
the Grantee (or Permitted Transferee) proposes to sell (the “Offered Shares”),
the price and the terms at which the proposed sale is to be made and the name
and address of the proposed transferee.  At any time within ten (10)
days after the receipt of such notice by the Company, the Company or its assigns
may elect to purchase all or any portion of the Offered Shares at the price and
on the terms offered by the proposed transferee and specified in the
notice.  The Company or its assigns shall exercise this right by
mailing or delivering written notice to the Grantee (or Permitted Transferee)
within the foregoing 10-day period.  If the Company or its assigns
elect to exercise its purchase rights under this Section 4(c), the closing
for such purchase shall, in any event, take place within forty-five (45) days
after the receipt by the Company of the initial notice from the Grantee (or
Permitted Transferee).  In the event that the Company or its assigns
do not elect to exercise such purchase right, or in the event that the Company
or its assigns do not pay the full purchase price within such 45-day period, the
Grantee (or Permitted Transferee) may, within sixty (60) days thereafter, sell
the Offered Shares to the proposed transferee and at the same price and on the
same terms as specified in the Grantee’s (or Permitted Transferee’s)
notice.  Any Shares purchased by such proposed transferee shall no
longer be subject to the terms of this Agreement.  Any Shares not sold
to the proposed transferee shall remain subject to this
Agreement.  Notwithstanding the foregoing, the restrictions under this
Section 4(c) shall terminate in accordance with
Section 10(b).

         


        
          
             


          

          
            6

            
              

            

          

          
             


          

        


        5.           
Drag
Along Right.  In the event the
TA Investors and the Rho Investors (as such terms are defined in the
Stockholders Agreement) (the “Majority Shareholders”) approve a Sale Event in
writing, then the Grantee, including any of his or her successors as
contemplated herein, shall be obligated to and shall upon the written request of
a Majority Shareholders:  (a) sell, transfer and deliver, or cause to
be sold, transferred and delivered, to the third party buyer (the “Buyer”), his
or her Shares on substantially the same terms applicable to the Majority
Shareholders (with appropriate adjustments to reflect the conversion of
convertible securities, the redemption of redeemable securities and the exercise
of exercisable securities as well as the relative preferences and priorities of
preferred stock); and (b) execute and deliver such instruments of conveyance and
transfer and take such other action, including voting such Shares in favor of
any Sale proposed by the Majority Shareholders and executing any purchase
agreements, merger agreements, indemnity agreements, escrow agreements or
related documents, as the Majority Shareholders or the Buyer may reasonably
require in order to carry out the terms and provisions of this
Section 5.  The obligations under this Section 5 shall
terminate in accordance with Section 10(b).

         

        6.           
Legend.  Any
certificate(s) representing the Shares shall carry substantially the following
legend:

         

        “The
transferability of this certificate and the shares of stock represented hereby
are subject to the restrictions, terms and conditions (including repurchase and
restrictions against transfers) contained in a certain Restricted Stock
Agreement dated ____________ __, ____ between the Company and the holder of this
certificate (a copy of which is available at the offices of the Company for
examination).”

         

        “The
shares represented by this certificate have not been registered under the
Securities Act of 1933 or the securities laws of any state.  The
shares may not be sold or transferred in the absence of such registration or an
exemption from registration.”

         

        7.           
Escrow
Arrangement.

         

        (a)           Escrow.  In
order to carry out the provisions of Sections 3, 4 and 5 of this Agreement more
effectively, the Company shall hold the Shares in escrow together with separate
stock powers executed by the Grantee in blank for transfer, and any Permitted
Transferee shall, as an additional condition to any transfer of Shares, execute
a like stock power as to such Shares.  The Company shall not dispose
of the Shares except as otherwise provided in this Agreement.  In the
event of any repurchase by the Company (or any of its assigns), the Company is
hereby authorized by the Grantee and any Permitted Transferee, as the Grantee’s
and each such Permitted Transferee’s attorney-in-fact, to date and complete the
stock powers necessary for the transfer of the Shares being purchased and to
transfer such Shares in accordance with the terms hereof.  At such
time as any Shares are no longer subject to the Company’s repurchase, first
refusal and drag along rights, the Company shall, at the written request of the
Grantee, deliver to the Grantee (or the relevant Permitted Transferee) a
certificate representing such Shares with the balance of the Shares (if any) to
be held in escrow pursuant to this Section 7.

         


        
          
             


          

          
            7

            
              

            

          

          
             


          

        


        


         

        (b)           Remedy.  Without
limitation of any other provision of this Agreement or other rights, in the
event that the Grantee, any Permitted Transferees or any other person or entity
is required to sell the Grantee’s Shares pursuant to the provisions of
Section 3, 4 and 5 of this Agreement and in the further event that he or
she refuses or for any reason fails to deliver to the designated purchaser of
such Shares the certificate or certificates evidencing such Shares together with
a related stock power, such designated purchaser may deposit the applicable
purchase price for such Shares with a bank designated by the Company, or with
the Company’s independent public accounting firm, as agent or trustee, or in
escrow, for the Grantee, any Permitted Transferees or other person or entity, to
be held by such bank or accounting firm for the benefit of and for delivery to
him, her, them or it, and/or, in its discretion, pay such purchase price by
offsetting any indebtedness then owed by the Grantee as provided
above.  Upon any such deposit and/or offset by the designated
purchaser of such amount and upon notice to the person or entity who was
required to sell the Shares to be sold pursuant to the provisions of
Section 3, 4 and 5, such Shares shall at such time be deemed to have been
sold, assigned, transferred and conveyed to such purchaser, the holder thereof
shall have no further rights thereto (other than the right to withdraw the
payment thereof held in escrow, if applicable), and the Company shall record
such transfer in its stock transfer book or in any appropriate
manner.

         

        8.           
Withholding
Taxes.  The Grantee
acknowledges and agrees that the Company or any of its Subsidiaries have the
right to deduct from payments of any kind otherwise due to the Grantee, or from
the Shares held pursuant to Section 7 hereof, the minimum federal, state or
local taxes of any kind required by law to be withheld with respect to the
purchase of the Shares by the Grantee.  In furtherance of the
foregoing the Grantee agrees to elect, in accordance with Section 83(b) of
the Internal Revenue Code of 1986, as amended, to recognize ordinary income in
the year of acquisition of the Shares, and to pay to the Company all withholding
taxes shown as due on his or her Section 83(b) election form, or otherwise
ultimately determined to be due with respect to such election, based on the
excess, if any, of the Fair Market Value of such Shares as of the date of the
purchase of such Shares by the Grantee over the purchase price for such
Shares.

         

        9.           
Assignment.  At the discretion
of the Board, the Company shall have the right to assign the right to exercise
its rights with respect to the Repurchase or pursuant to Section 4(c) to
any Person or Persons, in whole or in part in any particular instance, upon the
same terms and conditions applicable to the exercise thereof by the Company, and
such assignee or assignees of the Company shall then take and hold any Shares so
acquired subject to such terms as may be specified by the Company in connection
with any such assignment.

         

        10.           Miscellaneous
Provisions.

         

        (a)           Lockup
provision.  The Grantee and each Permitted Transferee shall
agree, if requested by the Company and any underwriter engaged by the Company,
not to sell or otherwise transfer or dispose of any securities of the Company
(including, without limitation pursuant to Rule 144 under the Act (or any
successor or similar exemptive rule hereafter in effect)) held by them for such
period following the effective date of any registration statement of the Company
filed under the Act as the Company or such underwriter shall specify reasonably
and in good faith, not to exceed 180 days in the case of the Company’s Initial
Public Offering or 90 days in the case of any other public
offering.

         


        
          
             


          

          
            8

            
              

            

          

          
             


          

        


        (b)           Termination.  The
Company’s Repurchase right with respect to Vested Shares under Section 3,
the restrictions on transfer of Vested Shares under Section 4(c) and the
Grantee’s Drag Along obligations under Section 5 shall terminate upon the
closing of the Company’s Initial Public Offering or upon consummation of any
Sale Event, in either case as a result of which shares of the Company (or
successor entity) of the same class as the Shares are registered under
Section 12 of the Exchange Act and publicly traded on NASDAQ/NMS or any
national security exchange; provided, however, that all
other provisions shall remain in effect following the same until all of the
Shares have become Vested Shares.

         

        (c)           Record Owner;
Dividends.  The Grantee and any Permitted Transferees, during
the duration of this Agreement, shall be considered the record owners of and
shall be entitled to vote the Shares if and to the extent the Shares are
entitled to voting rights.  The Grantee and any Permitted Transferees
shall be entitled to receive all dividends and any other distributions declared
on the Shares; provided, however, that the
Company is under no duty to declare any such dividends or to make any such
distribution.

         

        (d)           Equitable
Relief.  The parties hereto agree and declare that legal
remedies are inadequate to enforce the provisions of this Agreement and that
equitable relief, including specific performance and injunctive relief, may be
used to enforce the provisions of this Agreement.

         

        (e)           Change and
Modifications.  This Agreement may not be orally changed,
modified or terminated, nor shall any oral waiver of any of its terms be
effective. This Agreement may be changed, modified or terminated only by an
agreement in writing signed by the Company and the Grantee.

         

        (f)           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of Delaware without regard to conflict of law
principles.

         

        (g)           Headings.  The
headings are intended only for convenience in finding the subject matter and do
not constitute part of the text of this Agreement and shall not be considered in
the interpretation of this Agreement.

         

        (h)           Saving
Clause.  If any provision(s) of this Agreement shall be
determined to be illegal or unenforceable, such determination shall in no manner
affect the legality or enforceability of any other provision
hereof.

         

        (i)           Notices.  All
notices, requests, consents and other communications shall be in writing and be
deemed given when delivered personally, by telex or facsimile transmission or
when received if mailed by first class registered or certified mail, postage
prepaid.  Notices to the Company or the Grantee shall be addressed as
set forth underneath their signatures below, or to such other address or
addresses as may have been furnished by such party in writing to the
other.  Notices to any holder of the Shares other than the Grantee
shall be addressed to the address furnished by such holder to the
Company.

         


        
          
             


          

          
            9

            
              

            

          

          
             


          

        


        (j)           Benefit and Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective successors, assigns, and
legal representatives.  Without limitation of the foregoing, upon any
stock-for-stock merger in which the Company is not the surviving entity, shares
of the Company’s successor issued in respect of the Shares shall remain subject
to vesting and the Repurchase right of first refusal hereunder.  The
Company has the right to assign this Agreement, and such assignee shall become
entitled to all the rights of the Company hereunder to the extent of such
assignment.

         

        (k)           Dispute
Resolution.  Except as provided below, all disputes, claims, or
controversies arising out of or relating to this Agreement, or the negotiation,
validity or performance hereof or the transactions contemplated hereby, that are
not resolved by mutual agreement shall be resolved solely and exclusively by
binding arbitration to be conducted before J.A.M.S./Endispute, Inc. or its
successor.  The parties understand and agree that this arbitration
provision shall apply equally to claims of fraud or fraud in the
inducement.  The arbitration shall be held in New York City, New York
before a single arbitrator and shall be conducted in accordance with the rules
and regulations promulgated by J.A.M.S./Endispute, Inc. unless specifically
modified herein.

         

        The parties covenant and agree that the
arbitration shall commence within one hundred twenty (120) days of the date on
which a written demand for arbitration is filed by any party
hereto.  In connection with the arbitration proceeding, the arbitrator
shall have the power to order the production of documents by each party and any
third-party witnesses.  In addition, each party may take up to three
depositions as of right, and the arbitrator may in his or her discretion allow
additional depositions upon good cause shown by the moving
party.  However, the arbitrator shall not have the power to order the
answering of interrogatories or the response to requests for
admission.  In connection with any arbitration, each party shall
provide to the other, no later than fourteen (14) business days before the date
of the arbitration, the identity of all persons that may testify at the
arbitration, a copy of all documents that may be introduced at the arbitration
or considered or used by a party’s witness or expert, and a summary of the
expert’s opinions and the basis for said opinions.  The arbitrator’s
decision and award shall be made and delivered within sixty (60) days of the
conclusion of the arbitration.  The arbitrator’s decision shall set
forth a reasoned basis for any award of damages or finding of
liability.  The arbitrator shall not have power to award damages in
excess of actual compensatory damages and shall not multiply actual damages or
award punitive damages or any other damages that are specifically excluded under
this Agreement, and each party hereby irrevocably waives any claim to such
damages.

         

        The parties covenant and agree that
they will participate in the arbitration in good faith and that they will share
equally its costs, except as otherwise provided herein.  The
arbitrator may in his or her discretion assess costs and expenses (including the
reasonable legal fees and expenses of the prevailing party) against any party to
a proceeding.  Any party unsuccessfully refusing to comply with an
order of the arbitrators shall be liable for costs and expenses, including
attorneys’ fees, incurred by the other party in enforcing the
award.  This Section applies equally to requests for temporary,
preliminary or permanent injunctive relief, except that in the case of temporary
or preliminary injunctive relief any party may proceed in court without prior
arbitration for the limited purpose of avoiding immediate and irreparable
harm.  The provisions of this Section shall be enforceable in any
court of competent jurisdiction.

         


        
          
             


          

          
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        Subject to the second sentence of the
immediately preceding paragraph, the parties shall bear their own attorneys’
fees, costs and expenses in connection with the arbitration.  The
parties will share equally in the fees and expenses charged by
J.A.M.S./Endispute, Inc.

         

        Each of the parties hereto irrevocably
and unconditionally consents to the exclusive jurisdiction of
J.A.M.S./Endispute, Inc. to resolve all disputes, claims or controversies
arising out of or relating to this Agreement or any other agreement executed and
delivered pursuant to this Agreement or the negotiation, validity or performance
hereof and thereof or the transactions contemplated hereby and thereby and
further consents to the jurisdiction of the courts of New York for the purposes
of enforcing the arbitration provisions of this Section.  Each party
further irrevocably waives any objection to proceeding before
J.A.M.S./Endispute, Inc. based upon lack of personal jurisdiction or to the
laying of venue and further irrevocably and unconditionally waives and agrees
not to make a claim in any court that arbitration before J.A.M.S./Endispute,
Inc. has been brought in an inconvenient forum.  Each of the parties
hereto hereby consents to service of process by registered mail at the address
to which notices are to be given.  Each of the parties hereto agrees
that its or his submission to jurisdiction and its or his consent to service of
process by mail is made for the express benefit of the other parties
hereto.

         

        (l)           Counterparts.  For
the convenience of the parties and to facilitate execution, this Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
document.

         

        [SIGNATURE
PAGE FOLLOWS]


        
          
             


          

          
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        IN
WITNESS WHEREOF, the Company and the Grantee have executed this Restricted Stock
Agreement as of the date first above written.

         

        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 	COMPANY
	 	 
	 
      	
                                                                      TA
      INDIGO HOLDING CORPORATION

                                                                    
	 	 
	 	 
	 
      	
                                                                      By:

                                                                    	 
      
	 
      	 
      	
                                                                      Name:

                                                                    
	 
      	 
      	
                                                                      Title:

                                                                    
	 	 	 
	 
      	
                                                                      GRANTEE:

                                                                    
	 
      	 
      
	 	 
	 	
                                                                      Name:

                                                                    
	 	 
	 	
                                                                      Address:

                                                                    
	 	  
	 	 
	 	 
	 
      	 
      
	 	 
	 
      	 
      


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                               

                                               

                                               

                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          [SPOUSE’S
CONSENT1

          I
acknowledge that I have read the

          foregoing Restricted
Stock Option Agreement

          and
understand the contents thereof.

           

          ____________________________________]

          


          

            __________________________

          

          
            1 A
spouse’s consent is required only if the Optionee’s state of residence is one of
the following community property states:  Arizona, California, Idaho,
Louisiana, New Mexico, Nevada, Texas, Washington and Wisconsin (check WI
statute).

            
 

            
              
                
                

              

              
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