Non-QualifiedStockOptionandStockRepurchaseAgreement优先认股权条约及股权赎回条约.doc

Non-Qualified Stock Option and Stock Repurchase Agreement优先认股权协议及

股权赎回协议-

AAA, Inc.

NON-QUALIFIED STOCK OPTION AND STOCK REPURCHASE AGREEMENT TERMS AND CONDITIONS

1. GRANT UNDER _________(YEAR) STOCK PLAN. This option is granted pursuant to and is governed by the Company’s _________(YEAR) Stock Plan, as amended on (the Plan ) and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan. Determinations made in connection with this option pursuant to the Plan shall be governed by the Plan as it exists on this date.

2. GRANT AS NON-QUALIFIED OPTION; OTHER OPTIONS. This option shall be treated for federal income tax purposes as a Non-Qualified Option and is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the Code ). This option is in addition to any other options heretofore or

hereafter granted to the Optionee by the Company or any Related Corporation (as defined in the Plan), but a duplicate original of this instrument shall not effect the grant of another option.

3. VESTING OF OPTION IF BUSINESS RELATIONSHIP CONTINUES.

(a) FULL EXERCISABILITY. Subject to Sections 4 and 5 hereof, this option may be exercised at any time and from time to time for all or any portion of the Option Shares, except that this option may not be exercised for a fraction of a share.

(b) VESTING. If the Optionee has continued to serve the Company or any Related Corporation in the capacity of an employee, officer, director or consultant (such service is described herein as maintaining or being involved in a Business Relationship with the Company ) through the vesting dates specified below, Unvested Shares shall become Vested Shares (or shall vest ) on such dates in an amount equal to the number of Option Shares set forth opposite the applicable date:

Less than one year from - 0 Option Shares

the Vesting Start Date

One year from - 25% of

the Vesting Start Date (the the Option Shares

Anniversary Date )

Every month after the Anniversary Date - an additional

(e.g., if the Anniversary Date is 2.0833% of

August 10, the Option Shares

then on the 10th day of each

month thereafter; if the Anniversary

Date is on a day of the month for which

there is no corresponding day in a

given month, then on the last day of

such month) up to and including the

35th month after the Anniversary Date)

The 36th month after the Anniversary The balance of the Option Shares

Date

Option Shares shall be called Unvested Shares and, when issued, shall be subject to the Company’s Repurchase Option described in Section 6 unless and until they become Vested Shares in