Exhibit 10.19


 


CA
HOLDING, INC.

2005 EQUITY INCENTIVE PLAN




NOTICE OF STOCK OPTION AWARD


 


Grantee’s Name:


 


You (the “Grantee”) have been granted an option to
purchase shares of Common Stock and Series A-2 Preferred Stock, subject to
the terms and conditions of this Notice of Stock Option Award (the “Notice”),
CA Holding, Inc. 2005 Equity Incentive Plan, as amended from time to time
(the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”)
attached hereto, as follows.  Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Notice.


 


	
  Award Number

  	
   

  
	
   

  	
   

  
	
  Date of Award

  	
   

  
	
   

  	
   

  
	
  Vesting Commencement Date

  	
   

  
	
   

  	
   

  
	
  Exercise Price per Share of Common Stock

  	
   

  
	
   

  	
   

  
	
  Exercise Price per Share of Series A-2 Preferred
  Stock

  	
   

  
	
   

  	
   

  
	
  Total Number of Shares of Common Stock Subject to the
  Option (the “Shares”)

  	
   

  
	
   

  	
   

  
	
  Total Number of Shares of Series A-2 Preferred
  Stock Subject to the Option

  	
   

  
	
   

  	
   

  
	
  Total Exercise Price for Common Stock Options

  	
   

  
	
   

  	
   

  
	
  Total Exercise Price for Series A-2 Preferred
  Stock

  	
   

  
	
   

  	
   

  
	
  Total Aggregate Exercise Price

  	
   

  
	
   

  	
   

  
	
  Type of Option:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Expiration Date:

  	
   

  
	
   

  	
   

  
	
  Post-Termination Exercise Period:

  	
   

  



 

















 


Vesting Schedule:


 


Subject to the Grantee’s Continuous Service and other
limitations set forth in this Notice, the Plan and the Option Agreement, the
Option may be exercised, in whole or in part, in accordance with the following
schedule:


 


The Shares subject to the Option shall vest annually in
20% increments with the first 20% vesting one (1) year after the Vesting
Commencement Date, and the last 20% vesting at the expiration of
five (5) years from the Vesting Commencement Date.


 


During any authorized leave of absence, the vesting of
the Option as provided in this schedule shall be suspended after the leave of absence
exceeds a period of ninety (90) days. 
Vesting of the Option shall resume upon the Grantee’s termination of the
leave of absence and return to service to the Company or a Related Entity.  The Vesting Schedule of the Option shall be
extended by the length of the suspension.


 


In the event of termination of the Grantee’s Continuous
Service, the Grantee’s right to exercise the Option shall terminate following
the Post-Termination Exercise Period, or if termination is for Cause, then
immediately upon the termination of Grantee’s Continuous Service, except as
otherwise determined by the Administrator.


 


IN WITNESS WHEREOF, the Company and the Grantee have
executed this Notice and agree that the Option is to be governed by the terms
and conditions of this Notice, the Plan, and the Option Agreement.


 


	
   

  	
   

  	
  CA
  HOLDING, INC.

  
	
   

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES
SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE
GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THE OPTION OR ACQUIRING SHARES HEREUNDER). 
THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE,
THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH
RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE,
NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE
COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE
THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT
NOTICE.  THE GRANTEE ACKNOWLEDGES THAT
UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE
CONTRARY, THE GRANTEE’S STATUS IS AT WILL.


 


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The Grantee acknowledges receipt of a copy of the Plan
and the Option Agreement, and represents that he or she is familiar with the
terms and provisions thereof, and hereby accepts the Option subject to all of
the terms and provisions hereof and thereof. 
The Grantee has reviewed this Notice, the Plan, and the Option Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Notice, and fully understands all provisions of this Notice,
the Plan and the Option Agreement.  The
Grantee hereby agrees that all questions of interpretation and administration
relating to this Notice, the Plan and the Option Agreement shall be resolved by
the Administrator in accordance with Section 18 of the Option
Agreement.  The Grantee further agrees to
the venue selection and waiver of a jury trial in accordance with Section 19
of the Option Agreement.  The Grantee
further agrees to notify the Company upon any change in the residence address
indicated in this Notice.


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
  Grantee

  



 


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CA HOLDING, INC.

2005 EQUITY INCENTIVE PLAN


 


STOCK OPTION AWARD AGREEMENT


 


1.             Grant of Option. 
CA Holding, Inc., a Delaware corporation (the “Company”), hereby
grants to the Grantee (the “Grantee”) named in the Notice of Stock Option Award
(the “Notice”), an option (the “Option”) to purchase the Total Number of Shares
of Common Stock and Series A-2 Preferred Stock subject to the Option (the “Shares”)
set forth in the Notice, at the Exercise Prices per Share set forth in the
Notice (the “Exercise Price”) subject to the terms and provisions of the
Notice, this Stock Option Award Agreement (the “Option Agreement”) and the
Company’s 2005 Equity Incentive Plan, as amended from time to time (the “Plan”),
which are incorporated herein by reference. 
Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.


 


If designated in the Notice as an Incentive Stock Option,
the Option is intended to qualify as an Incentive Stock Option as defined in Section 422
of the Code.  However, notwithstanding
such designation, the Option will qualify as an Incentive Stock Option under
the Code only to the extent the $100,000 dollar limitation of Section 422(d) of
the Code is not exceeded.  The $100,000
limitation of Section 422(d) of the Code is calculated based on the
aggregate Fair Market Value of the Shares subject to options designated as
Incentive Stock Options which become exercisable for the first time by the
Grantee during any calendar year (under all plans of the Company or any Parent
or Subsidiary of the Company).  For
purposes of this calculation, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of
the shares subject to such options shall be determined as of the grant date of
the relevant option.


 


2.             Exercise of Option.


 


(a)           Right to Exercise. 
The Option shall be exercisable during its term in accordance with the
Vesting Schedule set out in the Notice and with the applicable provisions of
the Plan and this Option Agreement.  The
Option shall be subject to the provisions of Section 11 of the Plan
relating to the exercisability or termination of the Option in the event of a
Corporate Transaction.  The Grantee shall
be subject to reasonable limitations on the number of requested exercises
during any monthly or weekly period as determined by the Administrator.  In no event shall the Company issue
fractional Shares.


 


(b)           Method of Exercise. 
The Option shall be exercisable by delivery of an exercise notice (a
form of which is attached as Exhibit A) or by such other procedure as
specified from time to time by the Administrator which shall state the election
to exercise the Option, the whole number of Shares in respect of which the
Option is being exercised, and such other provisions as may be required by the
Administrator.  The exercise notice shall
be delivered in person, by certified mail, or by such other method (including
electronic transmission) as determined from time to time by the Administrator
to the Company accompanied by payment of the Exercise Price.  The Option shall be deemed to be exercised
upon receipt by the Company of such notice accompanied by the Exercise Price,
which, to the extent selected, shall be deemed to 


 

















 


be satisfied by use of the cashless exercise or the
broker-dealer sale and remittance procedure provided in Sections 4(d) and
4(e), below.


 


(c)           Taxes.  No
Shares will be delivered to the Grantee or other person pursuant to the
exercise of the Option until the Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of applicable income tax
and employment tax withholding obligations, including, without limitation, such
other tax obligations of the Grantee incident to the receipt of Shares.  Upon exercise of the Option, the Company or
the Grantee’s employer may offset or withhold (from any amount owed by the
Company or the Grantee’s employer to the Grantee) or collect from the Grantee
or other person an amount sufficient to satisfy such tax withholding
obligations.


 


3.             Grantee’s Representations.  The Grantee understands that neither the
Option nor the Shares exercisable pursuant to the Option have been registered
under the Securities Act of 1933, as amended or any United States securities
laws.  In the event the Shares
purchasable pursuant to the exercise of the Option have not been registered
under the Securities Act of 1933, as amended, at the time the Option is
exercised, the Grantee shall, if requested by the Company, concurrently with
the exercise of all or any portion of the Option, deliver to the Company his or
her Investment Representation Statement in the form attached hereto as Exhibit B.


 


4.             Method of Payment.  Payment of the Exercise Price shall be made
by any of the following, or a combination thereof, at the election of the
Grantee; provided, however, that such exercise method does not then violate any
Applicable Law and, provided further, that the portion of the Exercise Price
equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:


 


(a)           cash;


 


(b)           check;


 


(c)           if the exercise occurs on or after the Registration Date,
surrender of Shares or delivery of a properly executed form of attestation of
ownership of Shares as the Administrator may require which have a Fair Market
Value on the date of surrender or attestation equal to the aggregate Exercise
Price of the Shares as to which the Option is being exercised, provided,
however, that Shares acquired under the Plan or any other equity compensation
plan or agreement of the Company must have been held by the Grantee for a
period of more than six (6) months (and not used for another option
exercise by attestation during such period);


 


(d)           if the exercise occurs on or after the Registration Date,
payment through a broker-dealer sale and remittance procedure pursuant to which
the Grantee (i) shall provide written instructions to a Company-designated
brokerage firm to effect the immediate sale of some or all of the purchased
Shares and remit to the Company sufficient funds to cover the aggregate
exercise price payable for the purchased Shares and (ii) shall provide written
directives to the Company to deliver the certificates for the purchased Shares
directly to such brokerage firm in order to complete the sale transaction; or


 


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(e)           with respect to Options, if specifically approved by the
Administrator, by cashless exercise wherein the Company shall issue to Grantee
the number of Shares sought to be purchased, less the number of Shares needed
to satisfy the aggregate exercise price payable for the purchased Shares.  Shares used as payment of the exercise price
shall be valued at the Fair Market Value.


 


5.             Restrictions on Exercise.  The Option may not be exercised if the
issuance of the Shares subject to the Option upon such exercise would
constitute a violation of any Applicable Laws. 
In addition, the Option may not be exercised until such time as the Plan
has been approved by the stockholders of the Company.  If the exercise of the Option within the
applicable time periods set forth in Section 6, 7 and 8 of this Option
Agreement is prevented by the provisions of this Section 5, the Option
shall remain exercisable until one (1) month after the date the
Grantee is notified by the Company that the Option is exercisable, but in any
event no later than the Expiration Date set forth in the Notice.


 


6.             Termination or Change of Continuous Service.  In the event the Grantee’s Continuous Service
terminates, other than for Cause, the Grantee may, but only during the
Post-Termination Exercise Period, exercise the portion of the Option that was
vested at the date of such termination (the “Termination Date”).  The Post-Termination Exercise Period shall
commence on the Termination Date.  In the
event of termination of the Grantee’s Continuous Service for Cause, the Grantee’s
right to exercise the Option shall, except as otherwise determined by the
Administrator, terminate concurrently with the termination of the Grantee’s
Continuous Service (also the “Termination Date”).  In no event, however, shall the Option be
exercised later than the Expiration Date set forth in the Notice.  In the event of the Grantee’s change in
status from Employee, Director or Consultant to any other status of Employee,
Director or Consultant, the Option shall remain in effect and the Option shall
continue to vest in accordance with the Vesting Schedule set forth in the
Notice consistent with any minimum vesting requirements set forth in the Plan;
provided, however, with respect to any Incentive Stock Option that shall remain
in effect after a change in status from Employee to Director or Consultant,
such Incentive Stock Option shall cease to be treated as an Incentive Stock
Option and shall be treated as a Non-Qualified Stock Option on the day
three (3) months and one (1) day following such change in
status.  Except as provided in Sections 7
and 8 below, to the extent that the Option was unvested on the Termination
Date, or if the Grantee does not exercise the vested portion of the Option
within the Post-Termination Exercise Period, the Option shall terminate.


 


7.             Disability of Grantee.  In the event the Grantee’s Continuous Service
terminates as a result of his or her Disability, the Grantee may, but only
within twelve (12) months commencing on the Termination Date (but in no event
later than the Expiration Date), exercise the portion of the Option that was
vested on the Termination Date; provided, however, that if such Disability is
not a “disability” as such term is defined in Section 22(e)(3) of the
Code and the Option is an Incentive Stock Option, such Incentive Stock Option
shall cease to be treated as an Incentive Stock Option and shall be treated as
a Non-Qualified Stock Option on the day three (3) months and
one (1) day following the Termination Date.  To the extent that the Option was unvested on
the Termination Date, or if the Grantee does not exercise the vested portion of
the Option within the time specified herein, the Option shall terminate.  Section 22(e)(3) of the Code
provides that an individual is permanently and totally disabled if he or she is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or 


 


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mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months.


 


8.             Death of Grantee. 
In the event of the termination of the Grantee’s Continuous Service as a
result of his or her death, or in the event of the Grantee’s death during the
Post-Termination Exercise Period or during the twelve (12) month period
following the Grantee’s termination of Continuous Service as a result of his or
her Disability, the person who acquired the right to exercise the Option
pursuant to Section 9 may exercise the portion of the Option that was
vested at the date of termination within twelve (12) months commencing on the
date of death (but in no event later than the Expiration Date).  To the extent that the Option was unvested on
the date of death, or if the vested portion of the Option is not exercised
within the time specified herein, the Option shall terminate.


 


9.             Transferability of Option.  The Option, if an Incentive Stock Option, may
not be transferred in any manner other than by will or by the laws of descent
and distribution and may be exercised during the lifetime of the Grantee only
by the Grantee.  The Option, if a
Non-Qualified Stock Option, may not be transferred in any manner other than by
will or by the laws of descent and distribution, provided, however, that a
Non-Qualified Stock Option may be transferred during the lifetime of the
Grantee by gift or pursuant to a domestic relations order to members of the
Grantee’s Immediate Family to the extent and in the manner determined by the
Administrator.  Notwithstanding the
foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s
Incentive Stock Option or Non-Qualified Stock Option in the event of the
Grantee’s death on a beneficiary designation form provided by the
Administrator.  Following the death of
the Grantee, the Option, to the extent provided in Section 8, may be
exercised (a) by the person or persons designated under the deceased
Grantee’s beneficiary designation or (b) in the absence of an effectively
designated beneficiary, by the Grantee’s legal representative or by any person
empowered to do so under the deceased Grantee’s will or under the then
applicable laws of descent and distribution. 
The terms of the Option shall be binding upon the executors,
administrators, heirs, successors and transferees of the Grantee.


 


10.          Term of Option. 
The Option must be exercised no later than the Expiration Date set forth
in the Notice or such earlier date as otherwise provided herein.  After the Expiration Date or such earlier
date, the Option shall be of no further force or effect and may not be
exercised.


 


11.          Company’s Right of First Refusal.


 


(a)           Transfer Notice. 
Neither the Grantee nor a transferee (either being sometimes referred to
herein as the “Holder”) shall sell, hypothecate, encumber or otherwise transfer
any Shares or any right or interest therein without first complying with the
provisions of this Section 11 or obtaining the prior written consent of
the Company.  In the event the Holder
desires to accept a bona fide third-party offer for any or all of the Shares,
the Holder shall provide the Company with written notice (the “Transfer Notice”)
of:


 


(i)            The Holder’s intention to transfer;


 


(ii)           The name of the proposed transferee;


 


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(iii)          The number of Shares to be transferred; and


 


(iv)          The proposed transfer price or value and terms thereof.


 


If the Grantee proposes to transfer any Shares to more
than one transferee, the Grantee shall provide a separate Transfer Notice for
the proposed transfer to each transferee. 
The Transfer Notice shall be signed by both the Grantee and the proposed
transferee and must constitute a binding commitment of the Grantee and the
proposed transferee for the transfer of the Shares to the proposed transferee
subject to the terms and conditions of this Option Agreement.


 


(b)           Bona Fide Transfer. 
If the Company determines that the information provided by the Grantee
in the Transfer Notice is insufficient to establish the bona fide nature of a
proposed voluntary transfer, the Company shall give the Grantee written notice
of the Grantee’s failure to comply with the procedure described in this Section 11,
and the Grantee shall have no right to transfer the Shares without first
complying with the procedure described in this Section 11.  The Grantee shall not be permitted to
transfer the Shares if the proposed transfer is not bona fide.


 


(c)           First Refusal Exercise Notice.  The Company shall have the right to purchase
(the “Right of First Refusal”) all but not less than all, of the Shares which
are described in the Transfer Notice (the “Offered Shares”) at any time within
ninety (90) days after receipt of the Transfer Notice (the “Option Period”).  The Offered Shares shall be repurchased at
(i) the per share price or value and in accordance with the terms stated
in the Transfer Notice (subject to Section 11(d) below) or
(ii) the Fair Market Value of the Shares on the date on which the purchase
is to be effected if no consideration is paid pursuant to the terms stated in
the Transfer Notice, which Right of First Refusal shall be exercised by written
notice (the “First Refusal Exercise Notice”) to the Holder.


 


(d)           Payment Terms. 
The Company shall consummate the purchase of the Offered Shares on the
terms set forth in the Transfer Notice within 30 days after delivery of the
First Refusal Exercise Notice; provided, however, that in the event the
Transfer Notice provides for the payment for the Offered Shares other than in
cash, the Company and/or its assigns shall have the right to pay for the
Offered Shares by the discounted cash equivalent of the consideration described
in the Transfer Notice as reasonably determined by the Administrator.  Upon payment for the Offered Shares to the
Holder or into escrow for the benefit of the Holder, the Company or its assigns
shall become the legal and beneficial owner of the Offered Shares and all
rights and interest therein or related thereto, and the Company shall have the
right to transfer the Offered Shares to its own name or its assigns without
further action by the Holder.


 


(e)           Assignment. 
Whenever the Company shall have the right to purchase Shares under this
Right of First Refusal, the Company may designate and assign one or more
employees, officers, directors or stockholders of the Company or other persons
or organizations, to exercise all or a part of the Company’s Right of First
Refusal.


 


(f)            Non-Exercise. 
If the Company and/or its assigns do not collectively elect to exercise
the Right of First Refusal within the Option Period or such earlier time if the



 


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Company and/or its assigns notifies the Holder that
it will not exercise the Right of First Refusal, then the Holder may transfer
the Shares upon the terms and conditions stated in the Transfer Notice,
provided that:


 


(i)            The transfer is made within forty-five (45) days of
the earlier of (A) the date the Company and/or its assigns notify the
Holder that the Right of First Refusal will not be exercised or (B) the
expiration of the Option Period; and


 


(ii)           The transferee agrees in writing that such Shares shall be
held subject to the provisions of this Option Agreement.


 


The Company shall have the right to demand further
assurances from the Grantee and the transferee (in a form satisfactory to the
Company) that the transfer of the Offered Shares was actually carried out on
the terms and conditions described in the Transfer Notice.  No Offered Shares shall be transferred on the
books of the Company until the Company has received such assurances, if so
demanded, and has approved the proposed transfer as bona fide.


 


(g)           Expiration of Transfer Period.  Following such 45-day period, no transfer of
the Offered Shares and no change in the terms of the transfer as stated in the
Transfer Notice (including the name of the proposed transferee) shall be
permitted without a new written Transfer Notice prepared and submitted in
accordance with the requirements of this Right of First Refusal.


 


(h)           Termination of Right of First Refusal.  The provisions of this Right of First Refusal
shall terminate as to all Shares upon the Registration Date.


 


(i)            Additional Shares or Substituted Securities.  In the event of any transaction described in
Sections 10 or 11 of the Plan, any new, substituted or additional securities or
other property which is by reason of any such transaction distributed with
respect to the Shares shall be immediately subject to the Right of First
Refusal, but only to the extent the Shares are at the time covered by such
right.


 


12.          Stop Transfer Notices.  In order to ensure compliance with the
restrictions on transfer set forth in this Option Agreement, the Notice or the
Plan, the Company may issue appropriate “stop transfer” instructions to its
transfer agent, if any, and, if the Company transfers its own securities, it
may make appropriate notations to the same effect in its own records.


 


13.          Refusal to Transfer. 
The Company shall not be required (i) to transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the
provisions of this Option Agreement or (ii) to treat as owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or
other transferee to whom such Shares shall have been so transferred.


 


14.          Tax Consequences. 
Set forth below is a brief summary as of the date of this Option
Agreement of some of the federal tax consequences of exercise of the Option and
disposition of the Shares.  THIS SUMMARY
IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE.  THE GRANTEE 


 


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SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THE
OPTION OR DISPOSING OF THE SHARES.


 


(a)           Exercise of Incentive Stock Option.  If the Option qualifies as an Incentive Stock
Option, there will be no regular federal income tax liability upon the exercise
of the Option, although the excess, if any, of the Fair Market Value of the
Shares on the date of exercise over the Exercise Price will be treated as
income for purposes of the alternative minimum tax for federal tax purposes and
may subject the Grantee to the alternative minimum tax in the year of exercise.


 


(b)           Exercise of Incentive Stock Option Following Disability.  If the Grantee’s Continuous Service
terminates as a result of Disability that is not permanent and total disability
as such term is defined in Section 22(e)(3) of the Code, to the
extent permitted on the date of termination, the Grantee must exercise an
Incentive Stock Option within three (3) months of such termination
for the Incentive Stock Option to be qualified as an Incentive Stock
Option.  Section 22(e)(3) of
the Code provides that an individual is permanently and totally disabled if he
or she is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months.


 


(c)           Exercise of Non-Qualified Stock Option.  On exercise of a Non-Qualified Stock Option,
the Grantee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price.  If the Grantee is an Employee or a former
Employee, the Company will be required to withhold from the Grantee’s
compensation or collect from the Grantee and pay to the applicable taxing
authorities an amount in cash equal to a percentage of this compensation income
at the time of exercise, and may refuse to honor the exercise and refuse to
deliver Shares if such withholding amounts are not delivered at the time of
exercise.


 


(d)           Disposition of Shares.  In the case of a Non-Qualified Stock Option,
if Shares are held for more than one year, any gain realized on disposition of
the Shares will be treated as long term capital gain for federal income tax
purposes.  In the case of an Incentive
Stock Option, if Shares transferred pursuant to the Option are held for more
than one year after receipt of the Shares and are disposed more than two years
after the Date of Award, any gain realized on disposition of the Shares also
will be treated as capital gain for federal income tax purposes and subject to
the same tax rates and holding periods that apply to Shares acquired upon
exercise of a Non-Qualified Stock Option. 
If Shares purchased under an Incentive Stock Option are disposed of
prior to the expiration of such one year or two year periods, any gain realized
on such disposition will be treated as compensation income (taxable at ordinary
income rates) to the extent of the difference between the Exercise Price and
the lesser of (i) the Fair Market Value of the Shares on the date of
exercise, or (ii) the sale price of the Shares.


 


15.          Lock-Up Agreement.


 


(a)           Agreement. 
The Grantee, if requested by the Company and the lead underwriter of any
public offering of the Common Stock (the “Lead Underwriter”), hereby


 


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irrevocably agrees not to sell, contract to sell,
grant any option to purchase, transfer the economic risk of ownership in, make
any short sale of, pledge or otherwise transfer or dispose of any interest in
any Common Stock or any securities convertible into or exchangeable or
exercisable for or any other rights to purchase or acquire Common Stock (except
Common Stock included in such public offering or acquired on the public market
after such offering) during the 200-day period following the effective date of
a registration statement of the Company filed under the Securities Act of 1933,
as amended, or such shorter or longer period of time as the Lead Underwriter
shall specify.  The Grantee further
agrees to sign such documents as may be requested by the Lead Underwriter to
effect the foregoing and agrees that the Company may impose stop-transfer
instructions with respect to such Common Stock subject to the lock-up period
until the end of such period.  The
Company and the Grantee acknowledge that each Lead Underwriter of a public
offering of the Company’s stock, during the period of such offering and for the
lock-up period thereafter, is an intended beneficiary of this Section 15.


 


(b)           No Amendment Without Consent of Underwriter.  During the period from identification of a
Lead Underwriter in connection with any public offering of the Company’s Common
Stock until the earlier of (i) the expiration of the lock-up period
specified in Section 15(a) in connection with such offering or
(ii) the abandonment of such offering by the Company and the Lead
Underwriter, the provisions of this Section 15 may not be amended or
waived except with the consent of the Lead Underwriter.


 


16.           Entire Agreement: Governing Law.  The Notice, the Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and the Grantee with respect to the subject
matter hereof, and may not be modified adversely to the Grantee’s interest
except by means of a writing signed by the Company and the Grantee.  Nothing in the Notice, the Plan and this
Option Agreement (except as expressly provided therein) is intended to confer
any rights or remedies on any persons other than the parties.  The Notice, the Plan and this Option
Agreement are to be construed in accordance with and governed by the internal
laws of the State of Delaware without giving effect to any choice of law rule that
would cause the application of the laws of any jurisdiction other than the
internal laws of the State of Delaware to the rights and duties of the
parties.  Should any provision of the
Notice, the Plan or this Option Agreement be determined to be illegal or
unenforceable, such provision shall be enforced to the fullest extent allowed
by law and the other provisions shall nevertheless remain effective and shall
remain enforceable.


 


17.           Construction. 
The captions used in the Notice and this Option Agreement are inserted
for convenience and shall not be deemed a part of the Option for construction
or interpretation.  Except when otherwise
indicated by the context, the singular shall include the plural and the plural
shall include the singular.  Use of the
term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


 


18.           Administration and Interpretation.  Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Option
Agreement shall be submitted by the Grantee or by the Company to the
Administrator.  The resolution of such
question or dispute by the Administrator shall be final and binding on all
persons.


 


8

















 


19.           Venue and Waiver of Jury Trial.  The Company, the Grantee, and the Grantee’s
assignees pursuant to Section 9 (the “parties”) agree that any suit,
action, or proceeding arising out of or relating to the Notice, the Plan or
this Option Agreement shall be brought in the United States District Court for
the District of Colorado (or should such court lack jurisdiction to hear such
action, suit or proceeding, in a Colorado state court in the City and County of
Denver) and that the parties shall submit to the jurisdiction of such
court.  The parties irrevocably waive, to
the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such
court.  THE PARTIES ALSO EXPRESSLY WAIVE
ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION
OR PROCEEDING.  If any one or more
provisions of this Section 19 shall for any reason be held invalid or
unenforceable, it is the specific intent of the parties that such provisions
shall be modified to the minimum extent necessary to make it or its application
valid and enforceable.


 


20.           Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery, upon deposit for delivery by
an internationally recognized express mail courier service or upon deposit in
the United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown in these instruments, or to such other address as such party
may designate in writing from time to time to the other party.


 


21.           Confidentiality. 
The Company shall provide to the Grantee, during the period the Option
is outstanding, copies of financial statements of the Company at least
annually.  The Grantee understands and
agrees that such financial statements are confidential and shall not be
disclosed by the Grantee, to any entity or person, for any reason, at any time,
without the prior written consent of the Company, unless required by law.  If disclosure of such financial statements is
required by law, whether through subpoena, request for production, deposition,
or otherwise, the Grantee promptly shall provide written notice to Company,
including copies of the subpoena, request for production, deposition, or
otherwise, within five (5) business days of their receipt by the
Grantee and prior to any disclosure so as to provide Company an opportunity to
move to quash or otherwise to oppose the disclosure.  Notwithstanding the foregoing, the Grantee
may disclose the terms of such financial statements to his or her spouse or
domestic partner, and for legitimate business reasons, to legal, financial, and
tax advisors.


 


END OF AGREEMENT


 


9

















 


EXHIBIT A


 


CA HOLDING, INC. 2005 EQUITY INCENTIVE PLAN


 


EXERCISE NOTICE


 


	
   

  	
   

  
	
  Attention: Secretary

  	
   

  



 


1.             Effective as of today,
                            ,
the undersigned (the “Grantee”) hereby elects to exercise the Grantee’s option
to purchase
                      
shares of the Common Stock and
                      
shares of Series A-2 Preferred Stock (the “Shares”) of CA Holding, Inc.,
(the “Company”) under and pursuant to the Company’s 2005 Equity Incentive Plan,
as amended from time to time (the “Plan”) and the Stock Option Award Agreement
(the “Option Agreement”) and Notice of Stock Option Award (the “Notice”) dated
                            ,
                .  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Exercise
Notice.


 


2.             Representations of the Grantee.  The Grantee acknowledges that the Grantee has
received, read and understood the Notice, the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions.


 


3.             Rights as Stockholder.  Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option.  The Company shall issue (or cause to be
issued) such stock certificate promptly after the Option is exercised.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 10 of the Plan.


 


The Grantee shall enjoy rights as a stockholder until
such time as the Grantee disposes of the Shares or the Company and/or its
assignee(s) exercises the Right of First Refusal.  Upon such exercise, the Grantee shall have no
further rights as a holder of the Shares so purchased except the right to
receive payment for the Shares so purchased in accordance with the provisions
of the Option Agreement, and the Grantee shall forthwith cause the certificate(s) evidencing
the Shares so purchased to be surrendered to the Company for transfer or
cancellation.


 


4.             Delivery of Payment.  The Grantee herewith delivers to the Company
the full Exercise Price for the Shares, which, to the extent selected, shall be
deemed to be satisfied by use of the cashless exercise or broker-dealer sale
and remittance procedure provided in Sections 4(d) and 4(e) of the
Option Agreement.


 


5.             Tax Consultation. 
The Grantee understands that the Grantee may suffer adverse tax
consequences as a result of the Grantee’s purchase or disposition of the
Shares.  The Grantee represents that the
Grantee has consulted with any tax consultants the Grantee deems advisable in
connection with the purchase or disposition of the Shares and that the Grantee
is not relying on the Company for any tax advice.


 

















 


6.             Taxes.  The
Grantee agrees to satisfy all applicable federal, state and local income and
employment tax withholding obligations and herewith delivers to the Company the
full amount of such obligations or has made arrangements acceptable to the
Company to satisfy such obligations.  In
the case of an Incentive Stock Option, the Grantee also agrees, as partial consideration
for the designation of the Option as an Incentive Stock Option, to notify the
Company in writing within thirty (30) days of any disposition of any
shares acquired by exercise of the Option if such disposition occurs within
two (2) years from the Date of Award or within one (1) year
from the date the Shares were transferred to the Grantee.


 


7.             Restrictive Legends.  The Grantee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of the Shares together with any other legends that may be required by
the Company or by state or federal securities laws:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS
SET FORTH IN THE OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF
THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
THE ISSUER.  SUCH TRANSFER RESTRICTIONS
AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.


 


8.             Successors and Assigns.  The Company may assign any of its rights
under this Exercise Notice to single or multiple assignees, and this agreement
shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon the Grantee and
his or her heirs, executors, administrators, successors and assigns.


 


9.             Construction. 
The captions used in this Exercise Notice are inserted for convenience
and shall not be deemed a part of this agreement for construction or
interpretation.  Except when otherwise
indicated by the context, the singular shall include the plural and the plural
shall include the singular.  Use of the
term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


 


2

















 


10.           Administration and Interpretation.  The Grantee hereby agrees that any question
or dispute regarding the administration or interpretation of this Exercise
Notice shall be submitted by the Grantee or by the Company to the
Administrator.  The resolution of such
question or dispute by the Administrator shall be final and binding on all
persons.


 


11.           Governing Law; Severability.  This Exercise Notice is to be construed in
accordance with and governed by the internal laws of the State of Delaware
without giving effect to any choice of law Rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the
State of Delaware to the rights and duties of the parties.  Should any provision of this Exercise Notice
be determined by a court of law to be illegal or unenforceable, such provision
shall be enforced to the fullest extent allowed by law and the other provisions
shall nevertheless remain effective and shall remain enforceable.


 


12.           Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery, upon deposit for delivery by
an internationally recognized express mail courier service or upon deposit in
the United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown below beneath its signature, or to such other address as such
party may designate in writing from time to time to the other party.


 


13.           Further Instruments.  The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.


 


14.           Entire Agreement. 
The Notice, the Plan and the Option Agreement are incorporated herein by
reference and together with this Exercise Notice constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and the Grantee with respect to the subject matter hereof, and may not
be modified adversely to the Grantee’s interest except by means of a writing
signed by the Company and the Grantee. 
Nothing in the Notice, the Plan, the Option Agreement and this Exercise
Notice (except as expressly provided therein) is intended to confer any rights
or remedies on any persons other than the parties.


 


	
  Submitted
  by:

  	
   

  	
  Accepted
  by:

  
	
   

  	
   

  	
   

  
	
  GRANTEE

  	
   

  	
  CA
  HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


3

















 


EXHIBIT B


 


CA HOLDING, INC. 2005 EQUITY INCENTIVE PLAN


 


INVESTMENT REPRESENTATION STATEMENT


 


	
  GRANTEE:

  	
   

  
	
   

  	
   

  
	
  COMPANY:

  	
  CA HOLDING, INC.

  
	
   

  	
   

  
	
  SECURITY:

  	
  COMMON STOCK AND SERIES A-2 PREFERRED STOCK

  
	
   

  	
   

  
	
  AMOUNT:

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
   

  



 


In connection with the purchase of the above listed
Securities, the undersigned Grantee represents to the Company the following:


 


(a)           Grantee
is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities.  Grantee is acquiring these Securities for
investment for Grantee’s own account only and not with a view to, or for resale
in connection with, any “distribution” thereof within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”).


 


(b)           Grantee
acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon among other things, the bona fide nature of Grantee’s investment
intent as expressed herein.  Grantee
further understands that the Securities must be held indefinitely unless they
are subsequently registered under the Securities Act or an exemption from such
registration is available.  Grantee
further acknowledges and understands that the Company is under no obligation to
register the Securities.  Grantee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company.


 


(c)           Grantee
is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited
public resale of “restricted securities” acquired, directly or indirectly from
the issuer thereof, in a non public offering subject to the satisfaction of
certain conditions.  Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the
grant of the Option to the Grantee, the exercise will be exempt from
registration under the Securities Act. 
In the event the Company becomes subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934,
ninety (90) days thereafter (or such longer period as any market stand off
agreement may require) the Securities exempt under Rule 701 may be resold,
subject to the satisfaction of certain 


 

















 


of the conditions specified by Rule 144,
including:  (1) the resale being
made through a broker in an unsolicited “broker’s transaction” or in
transactions directly with a market maker (as said term is defined under the
Securities Exchange Act of 1934); and, in the case of an affiliate,
(2) the availability of certain public information about the Company,
(3) the amount of Securities being sold during any three month period not
exceeding the limitations specified in Rule 144(e), and (4) the
timely filing of a Form 144, if applicable.


 


In the event that the Company does not qualify under Rule 701
at the time of grant of the Option, then the Securities may be resold in
certain limited circumstances subject to the provisions of Rule 144, which
requires the resale to occur not less than one year after the later of the date
the Securities were sold by the Company or the date the Securities were sold by
an affiliate of the Company, within the meaning of Rule 144; and, in the
case of acquisition of the Securities by an affiliate, or by a non affiliate
who subsequently holds the Securities less than two (2) years, the
satisfaction of the conditions set forth in sections (1), (2), (3) and
(4) of the paragraph immediately above.


 


(d)           Grantee
further understands that in the event all of the applicable requirements of Rule 701
or 144 are not satisfied, registration under the Securities Act, compliance
with Regulation A, or some other registration exemption will be required; and
that, notwithstanding the fact that Rules 144 and 701 are not exclusive,
the Staff of the Securities and Exchange Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a
registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their
own risk.  Grantee understands that no
assurances can be given that any such other registration exemption will be
available in such event.


 


(e)           Grantee
represents that Grantee is a resident of the state of
                                .


 


 


	
   

  	
  Signature
  of Grantee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
  ,

  	
   

  



 


2