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Exhibit 10.5    
    


GENOPTIX, INC.  


 2007 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN  


 ADOPTED BY BOARD OF DIRECTORS: SEPTEMBER 12, 2007

APPROVED BY STOCKHOLDERS: OCTOBER 1, 2007  



1.     PURPOSES.  


        (a)    Eligible Option Recipients.    The persons eligible to receive Options are the Non-Employee
Directors of the Company. 


        (b)    Available Options.    The purpose of the Plan is to provide a means by which Non-Employee Directors
may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Nonstatutory Stock Options. 



        (c)    General Purpose.    The Company, by means of the Plan, seeks to retain the services of its current
Non-Employee Directors, to secure and retain the services of new
Non-Employee Directors and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 


2.     DEFINITIONS.  


         (a)   "Affiliate" means, at the time of determination, any "parent" or "subsidiary" of the Company as such
terms are defined in
Rule 405 of the Securities Act. The Board shall have the authority to determine the time or times at which "parent" or "subsidiary" status is determined within the foregoing definition. 


         (b)   "Annual Grant" means an Option granted annually to all Non-Employee Directors who meet the specified
criteria
pursuant to Section 6(b). 


         (c)   "Annual Meeting" means the annual meeting of the stockholders of the Company. 



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


         (e)   "Capitalization Adjustment" means any change that is made in, or other events that occur with respect
to, the Common
Stock subject to the Plan or subject to any Option after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company. Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a transaction "without
receipt of consideration" by the Company. 


         (f)    "Change in Control" means the occurrence, in a single transaction or in a series of related
transactions, of any one or
more of the following events:



         (i)    any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty
percent (50%) of the
combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur (A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or
series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by
any Exchange 



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Act
Person (the "Subject Person") exceeds the designated percentage threshold of the outstanding voting securities as a result
of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming
the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a
Change in Control shall be deemed to occur; 


        (ii)   there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the
consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting
securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same
proportions relative to each other as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; 


         (iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; 


         (iv)  there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the
Company
and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty
percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions relative to each other as their Ownership of
the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or 


         (v)   individuals who, on the date the Plan is adopted by the Board, are members of the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of the members of the Board;
(provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority
vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of the Plan, be considered as a member of the Incumbent Board). 




        For
the avoidance of doubt, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of
the Company. 


        Notwithstanding
the foregoing or any other provision of the Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or
any Affiliate and the Optionholder shall supersede the foregoing definition with respect to Options subject to such agreement; provided, however, that
if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply. 


        The
Board may, in its sole discretion and without Optionholder consent, amend the definition of "Change in Control" to conform to the definition of "Change of Control" under
Section 409A of the Code and related Department of Treasury guidance. 


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


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        (h)   "Committee" means a committee of one (1) or more Directors to whom authority has been delegated by
the Board in
accordance with Section 3(c). 


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


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



        (k)   "Consultant" means any person, including an advisor, who is (i) engaged by the Company or an
Affiliate to render
consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However,
service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered a "Consultant" for purposes of the Plan. 


         (l)    "Continuous Service" means that the Optionholder's service with the Company or an Affiliate,
whether as an Employee,
Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Optionholder renders service to the Company or an Affiliate as an Employee, Consultant or Director or a
change in the entity for which the Optionholder renders such service, provided that there is no interruption or termination of the Optionholder's service with the Company or an Affiliate, shall not
terminate a Optionholder's Continuous Service. For example, a change in status from a Non-Employee Director of the Company to a consultant to an Affiliate or an Employee of the Company
shall not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding
the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in an Option only to such extent as may be provided in the Company's leave of absence policy, in the
written terms of any leave of absence agreement or policy applicable to the Optionholder, or as otherwise required by law. 


         (m)  "Corporate Transaction" means the occurrence, in a single transaction or in a series of related transactions,
of any one
or more of the following events:



        (i)    a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated
assets of the
Company and its Subsidiaries; 


         (ii)   a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; 


         (iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or 



        (iv)  the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other
property, whether in the form of securities, cash or otherwise. 




         (n)   "Director" means a member of the Board. 



        (o)   "Disability" means, with respect to an Optionholder, the inability of such Optionholder 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 can be expected to last for a continuous period of not less than
12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code. 


         (p)   "Effective Date" means the date of the underwriting agreement between the Company and the
underwriter(s) managing the
initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering. 


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         (q)   "Employee" means any person employed by the Company or an Affiliate. However, service solely as a
Director, or payment of
a fee for such services, shall not cause a Director to be considered an "Employee" for purposes of the Plan. 



        (r)   "Entity" means a corporation, partnership, limited liability company or other entity. 


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


         (t)    "Exchange Act Person" means any natural person, Entity or "group" (within the meaning of
Section 13(d) or 14(d) of
the Exchange Act), except that "Exchange Act Person" shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary
of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership
of stock of the Company; or (v) any natural person, Entity or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner,
directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities. 


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



         (i)    If the Common Stock is listed on any established stock exchange, the Fair Market Value of a share of Common Stock shall be the
closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange (or the exchange with the greatest volume of trading in the Common Stock) on the date of determination,
as reported in The Wall Street Journal or such other
source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common Stock on the date of
determination, then the Fair Market Value shall be the closing sales price (or closing bid if no sales were reported) on the last preceding date for which such quotation exists. 



        (ii)   In the absence of such market for the Common Stock, the Fair Market Value shall be determined by the Board in good faith and in a manner
that
complies with Section 409A of the Code. 




         (v)   "Initial Grant" means an Option granted to a Non-Employee Director who meets the specified criteria
pursuant
to Section 6(a). 


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



        (x)   "Nonstatutory Stock Option" means an Option not intended to qualify as an incentive stock option within
the meaning of
Section 422 of the Code and the regulations promulgated thereunder. 


         (y)   "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and
the rules and regulations promulgated thereunder. 


        (z)   "Option" means a Nonstatutory Stock Option granted pursuant to the Plan. 


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


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


        (cc)    "Own," "Owned," "Owner," "Ownership" A person or Entity shall be deemed
to "Own," to have "Owned," to be the "Owner" of, or to have acquired "Ownership" of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 


        (dd)    "Plan" means this Genoptix, Inc. 2007 Non-Employee
Directors' Stock Option Plan. 


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



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


        (gg)    "Subsidiary" means, with respect to the Company, (i) any
corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of
whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or
indirectly, Owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital
contribution) of more than fifty percent (50%). 


3.     ADMINISTRATION.  


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


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



         (i)    To determine the provisions of each Option to the extent not specified in the Plan. 


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


         (iii) To effect, at any time and from time to time, with the consent of any adversely affected Optionholder, (1) the reduction of the exercise
price of any outstanding Option under the Plan, (2) the cancellation of any outstanding Option under the Plan and the grant in substitution therefor of (A) a new Option under the Plan or
another equity plan of the Company covering the same or a different number of shares of Common Stock, (B) cash and/or (C) other valuable consideration (as determined by the Board, in its
sole discretion), or (3) any other action that is treated as a repricing under generally accepted accounting principles. 


         (iv)  To amend the Plan or an Option as provided in Section 12. 


         (v)   To terminate or suspend the Plan as provided in Section 13. 


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



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        (c)    Delegation to Committee.    The Board may delegate some or all of the administration of the Plan to a Committee
or Committees. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been
delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall
thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board
may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. 


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


4.     SHARES SUBJECT TO THE PLAN.  


        (a)    Share Reserve.    Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the
shares of Common Stock that may be issued pursuant to Options shall not exceed in the two hundred fifty thousand (250,000) shares of Common Stock plus an annual increase to be added on
January 1st of each year commencing in 2008 and ending on (and including) January 1, 2017, equal to the lesser of: (i) the aggregate number of shares of Common Stock subject to
options granted under the Plan as Initial Grants and Annual Grants during the immediately preceding fiscal year, or (ii) an amount determined by the Board or a Committee. 


        (b)    Reversion of Shares to the Share Reserve.    If any Option shall for any reason expire or otherwise terminate,
in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Option shall revert to and again become available for issuance under the Plan. Also, any
shares reacquired by the Company pursuant to subsection 10(e) or as consideration for the exercise of an Option shall again become available for issuance under the Plan. 



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


5.     ELIGIBILITY.  


        The Options, as set forth in Section 6, automatically shall be granted under the Plan to all Non-Employee Directors who meet the criteria
specified in Section 6. 


6.     NON-DISCRETIONARY GRANTS.  



        (a)    Initial Grants.    Without any further action of the Board, each person who after the Effective Date is elected
or appointed for the first time to be a Non-Employee Director automatically shall, upon the date of his or her initial election or appointment to be a Non-Employee Director, be
granted an Initial Grant to purchase 25,000 shares of Common Stock on the terms and conditions set forth herein. 


        (b)    Annual Grants.    Without any further action of the Board, on the date of each Annual Meeting, commencing with
the Annual Meeting in 2008, each person who is then a Non-Employee Director automatically shall be granted an Annual Grant to purchase 10,000 shares of Common Stock on the terms and
conditions set forth herein; provided, however, that if a person who is first elected as a Non-Employee Director after the Effective Date
has not been serving as a Non-Employee Director for the entire period since the preceding Annual Meeting, then the number of shares subject to such Annual Grant shall be reduced pro rata
for each full quarter prior to the date of grant during such period for which such person did not serve as a Non- Employee Director. 


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7.     OPTION PROVISIONS.  


        Each Option shall be in such form and shall contain such terms and conditions as required by the Plan. Each Option shall contain such additional terms and
conditions, not inconsistent with the Plan, as the Board shall deem appropriate. Each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions: 


        (a)    Term.    No Option shall be exercisable after the expiration of ten (10) years from the date on which it
was granted. 


        (b)    Exercise Price.    The exercise price of each Option shall be one hundred percent (100%) of the Fair Market
Value of the Common Stock subject to the Option on the date the Option is granted. 


        (c)    Consideration.    The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the
extent permitted by applicable law, either (i) by cash, check, bank draft or money order payable to the Company at the time the Option is exercised or (ii) at the discretion of the Board
either at the time of the grant of the Option or subsequent thereto (A) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock at the time the Option is
exercised, (B) by a "net exercise" of the Option (as further described below), (C) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board
that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales
proceeds or (D) in any other form of legal consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired
pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company
that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). 


        In
the case of a "net exercise" of an Option, the Company will not require a payment of the exercise price of the Option from the Optionholder but will reduce the number of shares of
Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided,
however, that the Company shall accept a cash or other payment from the Optionholder to the extent of any remaining balance of the aggregate exercise price not satisfied by
such reduction in the number of whole shares to be issued; provided, further, that shares of Common Stock will no longer be subject to an Option and
will not be exercisable thereafter to the extent that (1) shares issuable upon exercise are reduced to pay the exercise price pursuant to the "net exercise", (2) shares are delivered to
the Optionholder as a result of such exercise, and/or (3) shares are withheld to satisfy tax withholding obligations 


        (d)    Transferability of Options. The Board may, in its sole discretion, impose such limitations on the transferability of
Options as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options shall apply: 



        (i)    Restrictions on Transfer.    An Option shall not be
transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder; provided, however, that the Board may,
in its sole discretion, permit transfer of the Option in a manner that is not prohibited by applicable tax and/or securities laws upon the Optionholder's request. 



        (ii)    Domestic Relations Orders.    Notwithstanding the foregoing,
an Option may be transferred pursuant to a domestic relations order, provided, however, that if an Option is an Incentive Stock Option, such Option may
be deemed to be a Nonstatutory Stock Option as a result of such transfer. 



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        (iii)    Beneficiary Designation.    Notwithstanding the foregoing,
the Optionholder may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option. In the absence of such a designation, the executor or administrator of the Optionholder's estate shall be entitled to exercise the
Option. 




        (e)    Vesting.    Options shall vest as follows:



         (i)    Initial Grants: 1/36th of the shares of Common Stock subject to an Initial Grant shall vest monthly over
three years. 


         (ii)   Annual Grants: 1/12th of the shares of Common Stock subject to an Annual Grant shall vest monthly over one
year. 




        (f)    Termination of Continuous Service.    In the event that an Optionholder's Continuous Service terminates for any
reason, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within
such period of time ending on the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her
Option within the time specified in the Option Agreement, the Option shall terminate. 



8.     SECURITIES LAW COMPLIANCE.  


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


9.     USE OF PROCEEDS FROM STOCK.  


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



10.   MISCELLANEOUS.  


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


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


        (c)    No Service Rights.    Nothing in the Plan, any Option Agreement or other instrument executed thereunder or any
Option granted pursuant thereto shall confer upon any Optionholder any right to continue to serve the Company as a Non-Employee Director or shall affect the right of the Company or an
Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant's 


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agreement
with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the
state in which the Company or the Affiliate is incorporated, as the case may be. 


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


        (e)    Withholding Obligations.    To the extent provided by the terms of an Option Agreement, the Company may in its
sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Option by any of the following means (in addition to the Company's right to withhold from any
compensation paid to the Optionholder by the Company) or by a combination of such means: (i) causing the Optionholder to tender a cash payment; (ii) withholding shares of Common Stock
from the shares of Common Stock issued or otherwise issuable to the Optionholder in connection with the Option; or (iii) via such other method as may be set forth in the Option Agreement. 


11.   ADJUSTMENTS UPON CHANGES IN COMMON STOCK.  


        (a)    Capitalization Adjustments.    In the event of a Capitalization Adjustment, the Board shall appropriately and
proportionately adjust the class(es) and maximum number of securities subject both to the Plan pursuant to Section 4 and to the nondiscretionary Options specified in Section 6, and the
outstanding Options will be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding Options. The Board shall make such
adjustments, and its determination shall be final, binding and conclusive. (Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a
transaction "without receipt of consideration" by the Company.) 


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


        (c)    Corporate Transaction.    The following provisions shall apply to Options in the event of a Corporate
Transaction unless otherwise provided in the instrument evidencing the Option or any other written agreement between the Company or any Affiliate and the holder of the Option or unless otherwise
expressly provided by the Board at the time of grant of a Option. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation may assume or continue any or all Options
outstanding under the Plan or may substitute similar stock options for Options outstanding under the Plan (including options to acquire the same consideration paid to the stockholders of the Company,
as the case may be, pursuant to the Corporate Transaction). In the event 


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that
any surviving corporation or acquiring corporation does not assume or continue all such outstanding Options or substitute similar stock options for all such outstanding Options, then with respect
to Options that have been not assumed, continued or substituted and that are held by Optionholders whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction,
the vesting of such Options (and, if applicable, the time at which such Options may be exercised) shall (contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a
date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the
effective time of the Corporate Transaction), and such Options shall terminate on the effective time of the Corporate Transaction if not exercised (if applicable) at or prior to such effective time.
With respect to any other Options outstanding under the Plan that have not been assumed, continued or substituted, the vesting of such Options (and, if applicable, the time at which such Options may
be exercised) shall not be accelerated, unless otherwise provided in a written agreement between the Company or any Affiliate and the Optionholder, and such Options shall terminate if not exercised
(if applicable) prior to the effective time of the Corporate Transaction. 


        (d)    Change in Control.    If a Change in Control occurs and an Optionholder's Continuous Service with the Company
has not terminated as of, or immediately prior to, the effective time of the Change in Control, then, as of the effective time of such Change in Control, the vesting and exercisability of each
Optionholder's Option or Options shall be accelerated in full. 


12.   AMENDMENT OF THE PLAN AND OPTIONS.  


        (a)    Amendment of Plan.    Subject to the limitations, if any, of applicable law, the Board, at any time and from
time to time, may amend the Plan. However, except as provided in Section 11(a) relating to Capitalization Adjustments, no amendment shall be effective unless approved by the stockholders of the
Company to the extent stockholder approval is necessary to satisfy applicable law. 



        (b)    Stockholder Approval.    The Board, in its sole discretion, may submit any other amendment to the Plan for
stockholder approval. 


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


        (d)    Amendment of Options.    The Board, at any time, and from time to time, may amend the terms of any one or more
Options, including, but not limited to, amendments to provide terms more favorable than previously provided in the agreement evidencing an Option, subject to any specified limits in the Plan that are
not subject to Board discretion; provided, however,that the rights under any Option shall not be impaired by any such amendment unless (i) the
Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing. 


13.   TERMINATION OR SUSPENSION OF THE PLAN.  



        (a)    Plan Term.    The Board may suspend or terminate the Plan at any time. No Options may be granted under the Plan
while the Plan is suspended or after it is terminated. 


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


10







 



14.   EFFECTIVE DATE OF PLAN.  


        The Plan shall become effective on the Effective Date. If the Plan has not been approved by the stockholders of the Company within twelve (12) months
before or after the date the Plan is adopted by the Board, the adoption of the Plan shall be null and void. 



15.   CHOICE OF LAW.  


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


11








GENOPTIX, INC.

2007 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN  


 OPTION AGREEMENT

(NONSTATUTORY STOCK OPTION)  


        Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Option Agreement, Genoptix, Inc. (the  "Company") has granted you an option under its 2007 Non-Employee Directors' Stock Option Plan (the  "Plan") to purchase the number of shares of the
Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant
Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 


        The
details of your option are as follows: 


        1.    VESTING.    Subject to the limitations contained herein, your
option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. In addition, if the Company is subject to a Change in Control
before your Continuous Service terminates, then all of the unvested shares subject to this option shall become fully vested and exercisable immediately prior to the effective date of such Change in
Control. 


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


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



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


        (b)   Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in  The Wall Street Journal, by delivery of
already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the
Company's reported earnings (generally six months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise. "Delivery" for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include
delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to
the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company's stock. 




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


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










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



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


        (b)   twelve (12) months after the termination of your Continuous Service in connection with a Change in Control where
all of the unvested shares subject to your option become fully vested and exercisable immediately prior to the effective date of such Change in Control in accordance with the provisions of
Section 1 above; 


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


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


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


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




        Notwithstanding
the foregoing, if your sale of the shares acquired upon exercise of your option would subject you to suit under Section 16(b) of the Exchange Act, your option
shall remain exercisable until the earlier of (i) the expiration of a period of ten (10) days after the date on which a sale of the shares by you would no longer be subject to such suit,
(ii) the expiration of the one hundred and ninetieth (190th) day after your termination of Continuous Service, or (iii) the Expiration Date indicated in your Grant Notice. 


        7.    EXERCISE.    



        (a)   You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so
permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such additional documents as the Company may then require. 


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




        8.    TRANSFERABILITY.    Your option is not transferable, except
(i) by will or by the laws of descent and distribution, (ii) with the prior written approval of the Company, by instrument to an inter vivos or testamentary trust, in a form accepted by
the Company, in which the option is to be passed to beneficiaries upon the death of the trustor (settlor) and (iii) with the prior written approval of the Company, by gift, in a form accepted
by the Company, to a permitted transferee under Rule 701 of the Securities Act. 


        9.    OPTION NOT A SERVICE CONTRACT.    Your option is not an
employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of
the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an 










Affiliate,
their respective shareholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 


        10.    WITHHOLDING OBLIGATIONS.    



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



        (b)   The Company may, in its sole discretion, and in compliance with any applicable conditions or restrictions of law,
withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law. Any adverse consequences to you arising in connection with such share withholding
procedure shall be your sole responsibility. 


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




        11.    PARACHUTE PAYMENTS.    



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


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



        (c)   The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed
supporting documentation, to you and the Company within 












fifteen
(15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company.
If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and the Company with an
opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and
conclusive upon you and the Company, except as specified below. 


        (d)   If, notwithstanding any reduction described in this Section 10, the IRS determines that you are liable for the
Excise Tax as a result of the receipt of the payment of benefits as described above, then you shall be obligated to pay back to the Company, within thirty (30) days after a final IRS
determination or in the event that you challenge the final IRS determination, a final judicial determination, a portion of the payment equal to the "Repayment Amount." The Repayment Amount with
respect to the payment of benefits shall be the smallest such amount, if any, as shall be required to be paid to the Company so that your net after-tax proceeds with respect to any payment
of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of
benefits shall be zero if a Repayment Amount of more than zero would not result in your net after-tax proceeds
with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, you shall pay the Excise Tax. 


        (e)   Notwithstanding any other provision of this Section 10, if (i) there is a reduction in the payment of
benefits as described in this Section 10, (ii) the IRS later determines that you are liable for the Excise Tax, the payment of which would result in the maximization of your net
after-tax proceeds (calculated as if your benefits had not previously been reduced), and (iii) you pay the Excise Tax, then the Company shall pay to you those benefits which were
reduced pursuant to this section contemporaneously or as soon as administratively possible after you pay the Excise Tax so that your net after-tax proceeds with respect to the payment of
benefits is maximized. 




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


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








GENOPTIX, INC.

STOCK OPTION GRANT NOTICE  


 INITIAL GRANT

(2007 Non-Employee Directors' Stock Option Plan)  


        Genoptix, Inc. (the "Company"), pursuant to its 2007 Non-Employee Directors' Stock Option Plan
(the "Plan"), hereby grants to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below. This option is
subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their
entirety. 



	Optionholder:	 	 

	Date of Grant:	 	 

	Number of Shares Subject to Option:	 	25,000

	Exercise Price (Per Share):	 	 

	Total Exercise Price:	 	 

	Expiration Date:	 	The day before the 10th anniversary of the Date of Grant








	Type of Grant:	 	Nonstatutory Stock Option
	
Exercise Schedule:	
 	

Same as Vesting Schedule
	
Vesting Schedule:	
 	

1/36th of the shares vest each month following the Date of Grant.
	
Payment:	
 	

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

 	
 	

 	

o	

By cash or check
	 	 	 	o	Pursuant to a Regulation T Program if the Shares are publicly traded
	 	 	 	o	By delivery of already-owned shares if the Shares are publicly traded
	 	 	 	o	Net exercise if the Company has established proceeding for net exercise





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



	 	OTHER AGREEMENTS:	 	 
 









	GENOPTIX, INC.	 	OPTIONHOLDER:
	

By:	
 	

 
 Signature	
 	

 
 Signature
	

Title:	
 	

 
	
 	

Date:	
 	

 

	

Date:	
 	

 
	
 	

 	
 	

 








	ATTACHMENTS:	 	Option Agreement, 2007 Non-Employee Directors' Stock Option Plan and Notice of Exercise









GENOPTIX, INC.

STOCK OPTION GRANT NOTICE

ANNUAL GRANT

(2007 Non-Employee Directors' Stock Option Plan)  


        Genoptix, Inc. (the "Company"), pursuant to its 2007 Non-Employee Directors' Stock Option Plan
(the "Plan"), hereby grants to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below. This option is
subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their
entirety. 



	Optionholder:	 	 

	Date of Grant:	 	 

	Number of Shares Subject to Option:	 	10,000

	Exercise Price (Per Share):	 	 

	Total Exercise Price:	 	 

	Expiration Date:	 	The day before the 10th anniversary of the Date of Grant








	Type of Grant:	 	Nonstatutory Stock Option
	
Exercise Schedule:	
 	

Same as Vesting Schedule
	
Vesting Schedule:	
 	

1/12th of the shares vest at the end of each month following the Date of Grant.
	
Payment:	
 	

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

 	
 	

 	

o	

By cash or check
	 	 	 	o	Pursuant to a Regulation T Program if the Shares are publicly traded
	 	 	 	o	By delivery of already-owned shares if the Shares are publicly traded
	 	 	 	o	Net exercise if the Company has established procedures for net exercise





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



	 	OTHER AGREEMENTS:	 	 
 









	GENOPTIX, INC.	 	OPTIONHOLDER:
	

By:	
 	

 
 Signature	
 	

 
 Signature
	

Title:	
 	

 
	
 	

Date:	
 	

 

	

Date:	
 	

 
	
 	

 	
 	

 








	ATTACHMENTS:	 	Option Agreement, 2007 Non-Employee Directors' Stock Option Plan and Notice of Exercise










NOTICE OF EXERCISE

GENOPTIX, INC.

2007 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN  


GENOPTIX, INC.

2110 Rutherford Road

Carlsbad, CA 92008-7328 



	 	 	Date of Exercise: 	 






Ladies
and Gentlemen: 


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



	 	Stock option dated:	 	 
	 	 	 	 
	

 	

Number of shares as to which option is exercised:	
 	

 
	
 	

 	
 	

 
	

 	

Certificates to be issued in name of:	
 	

 
	
 	

 	
 	

 
	

 	

Total exercise price:	
 	

$	

 
	
 	

 	
 	

 
	

 	

Payment delivered herewith:	
 	

$	

 
	
 	

 	
 	

 
	

 	

 	
 	

o	

Cash or check	
 	

 
	 	 	 	o	Bank draft or money order payable to the Company	 	 
	 	 	 	o	Pursuant to a Regulation T program (cashless exercise) if the shares are publicly traded	 	 
	 	 	 	o	Delivery of already-owned shares if the shares are publicly traded	 	 
	 	 	 	o	Net exercise if the Company has established procedures for net exercise	 	 










        By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Genoptix, Inc. 2007 Non-Employee Directors'
Stock Option Plan, and (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option. 



        I
agree that, if required by the Company (or a representative of the underwriters) in connection with an underwritten registration of the offering of any securities of the Company under
the Securities Act, I will not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during such period following the effective date of the
registration statement of the Company filed under the Securities Act as may be requested by the Company or the representative of the underwriters. I further agree that the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. 



	SUBMITTED BY:	 	ACCEPTED BY:
	

 	
 	
GENOPTIX, INC.
	

 
 Printed Name	
 	

By:	
 	

 
 Signature
	

 	
 	

Title:	
 	

 

	

 
 Signature	
 	

Date:	
 	

 














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