Contract analysis

Section 1. Grant of Option 1.1 Grant. The Company hereby grants to Participant an option (the "Option") to purchase the number of shares of common stock, par value $0.001 per share, of the Company (the "Common Stock") set forth in the Stock Option Grant Notice (the "Grant Notice") to which this Agreement is attached, at the Exercise Price per Share set forth in the Grant Notice, and subject to the terms and condition

Section 2. Definitions Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan. The following terms shall have the meanings set forth below for purposes of this Agreement: 2.1 "Agreement" means this Stock Option Agreement, including the Grant Notice to which this Agreement is attached, and all appendices and exhibits hereto, as the same may be amended from t

Section 3. Vesting 3.1 Vesting Schedule. The Option shall vest and become exercisable in accordance with the vesting schedule set forth in the Grant Notice. Unless otherwise specified in the Grant Notice or in a separate written agreement between the Company and Participant approved by the Committee, the standard vesting schedule shall be as follows: twenty-five percent (25%) of the total number of Shares subject to

Section 4. Exercise of Option 4.1 Method of Exercise. Subject to the terms and conditions of this Agreement and the Plan, the vested and unexercised portion of the Option may be exercised, in whole or in part, at any time and from time to time during the period beginning on the date such portion becomes vested and ending on the earlier of (a) the Expiration Date or (b) the date the Option terminates in accordance wit

Section 5. Term and Expiration 5.1 Term. The Option shall have a term commencing on the Date of Grant and ending on the Expiration Date set forth in the Grant Notice (the "Term"), unless terminated earlier in accordance with Section 6 of this Agreement. In no event shall the Term exceed ten (10) years from the Date of Grant. Notwithstanding the foregoing, if the Option is designated as an Incentive Stock Option and P

Section 6. Termination of Service 6.1 Termination Without Cause (Other Than Death or Disability). If Participant's Continuous Service with the Company or any subsidiary terminates for any reason other than Cause, death, or Disability (including, without limitation, voluntary resignation, retirement, or termination by the Company without Cause), the vested and unexercised portion of the Option as of the date of such t

Section 7. Incentive Stock Option Provisions 7.1 Applicability. The provisions of this Section 7 shall apply only if the Option is designated as an Incentive Stock Option in the Grant Notice. The treatment of the Option as an Incentive Stock Option is subject to, and conditioned upon, compliance with the requirements of Section 422 of the Code and the regulations promulgated thereunder. To the extent that the Option

Section 8. Tax Matters 8.1 Tax Withholding Obligation. As a condition precedent to the exercise of the Option (in whole or in part), Participant shall make arrangements satisfactory to the Company for the satisfaction of all applicable federal, state, and local income tax withholding obligations and employment tax withholding obligations (including, without limitation, obligations for Federal Insurance Contributions

Section 9. Non-Transferability 9.1 General Restriction. Except as otherwise provided in this Section 9, the Option shall not be transferable by Participant other than by will or the laws of descent and distribution. During Participant's lifetime, the Option may be exercised only by Participant (or, in the event of Participant's legal incapacity, by Participant's duly appointed legal guardian or representative acting

Section 10. Lock-Up Restriction 10.1 Lock-Up. Participant acknowledges and agrees that any shares of Common Stock acquired upon exercise of the Option may be subject to a lock-up agreement entered into by Participant in connection with the Company's initial public offering (the "IPO Lock-Up Agreement"), which restricts the sale, transfer, pledge, or other disposition of such shares for a period of one hundred eighty

Section 11. Adjustments 11.1 Capital Adjustments. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification, or similar change in the capital structure of the Company (whether effected without consideration or otherwise), the Committee shall make appropriate and proportionate adjustments to (a) the number and class of shares of Common Stock (or other securit

Section 12. Rights as Stockholder Participant shall not be deemed to be a stockholder of the Company, and shall have no rights as a stockholder of the Company (including, without limitation, the right to vote shares of Common Stock, to receive dividends or other distributions with respect thereto, or to exercise any preemptive or other subscription rights), with respect to any Shares subject to the Option until such

Section 13. Compliance with Law 13.1 Securities Law Compliance. The grant of the Option and the issuance of Shares upon exercise of the Option are subject to compliance with all applicable federal and state securities laws, rules, and regulations. The Company shall not be required to issue or deliver any Shares upon exercise of the Option if, in the opinion of counsel to the Company, such issuance or delivery would v

Section 14. Clawback / Recoupment The Option and any Shares acquired upon exercise of the Option, and any proceeds, gains, or other economic benefit actually or constructively received by Participant upon the exercise or disposition of the Option or the sale of Shares acquired upon exercise, shall be subject to any clawback, recoupment, forfeiture, disgorgement, or similar policy or agreement adopted by the Company f

Section 15. Data Privacy Participant hereby acknowledges, understands, and consents to the collection, use, processing, storage, and transfer (including cross-border transfer) of certain personal data by and among the Company, its subsidiaries and affiliates, and the Company's agents, representatives, and service providers (including, without limitation, Continental Share Services, Inc., as the Company's transfer age

Section 16. Notices All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally (with written confirmation of receipt), (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service (with written confirm

Section 17. Entire Agreement; Amendment 17.1 Entire Agreement. This Agreement (including the Grant Notice to which this Agreement is attached, and all appendices hereto) and the Plan constitute the entire agreement between the Company and Participant with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warrant

Section 18. Governing Law; Jurisdiction 18.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal substantive laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction. 18.2 Jurisdiction. Any action, suit, or proceeding arising out

Section 19. Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation or by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provi

Section 20. Waiver No waiver by the Company of any breach of, or failure to comply with, any provision of this Agreement by Participant shall operate as or be construed as a waiver of any other or subsequent breach of, or failure to comply with, the same or any other provision of this Agreement. No waiver shall be effective unless it is in writing and signed by an authorized representative of the Company. The failure

Section 21. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns (including, without limitation, any successor by merger, consolidation, reorganization, or similar corporate transaction, or any entity that acquires all or substantially all of the Company's assets or business). Subject to the restrictions on transfer set forth in Secti

Section 22. Electronic Delivery and Acceptance The Company may, in its sole discretion, deliver any documents related to this Agreement, the Grant Notice, the Plan, and any future awards or grants under the Plan by electronic means, including by e-mail, by posting on an internal website or intranet maintained by the Company, or through a third-party stock plan administration platform. Participant hereby consents to e