Company Name Address Date

[[COMPANY NAME]]
[[ADDRESS]]
[[DATE]]

[[EMPLOYEE NAME]]
[[EMPLOYEE ADDRESS]]

Re: EMPLOYMENT AGREEMENT

Dear [[EMPLOYEE NAME]]:

On behalf of [[COMPANY NAME]], a Delaware corporation (the “Company”), I am pleased to offer you the position of [[TITLE]] of the Company. Your employment by the Company shall begoverned by the following terms and conditions (this “Agreement”):a asdf asdf asdf asd fasd

1. Duties and Scope of Employment.
   
2. Position. For the term of your employment under this Agreement (your“Employment”), the Company agrees to employ you in the position of [[TITLE]] [or in such otherposition as the Company subsequently may assign to you]. You will report to the Company’s [[BOARD OF DIRECTORS / CEO / CFO / CTO]] [or to such other person as the Company subsequently may determine]. You will be working out of the Company’s office in the San Francisco Bay Area. You will perform the duties and have the responsibilities and authority customarily performed and held by an employee in your position or as otherwise may be assigned or delegated to you by the Company’s [[BOARD OF DIRECTORS / CEO / CFO / CTO]] [,including but not limited to [DUTIES AND RESPONSIBILITIES]].
   
3. Obligations to the Company. During your Employment, you shalldevote your full business efforts and time to the Company. During your Employment, without the prior written approval of the Company’s Chief Executive Officer, [which approval shall not be unreasonably withheld,] you shall not render services in any capacity to any other person or entity and shall not act as a sole proprietor or partner of any other person or entity or own morethan five percent of the stock of any other corporation. [Notwithstanding the foregoing, you mayserve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speakingengagements, teach at educational institutions, or manage personal investments without suchadvance written consent, provided that such activities do not individually or in the aggregate interfere with the performance of your duties under this Agreement.] You shall comply with theCompany’s policies and rules, as they may be in effect from time to time during your Employment.
   
4. No Conflicting Obligations. You represent and warrant to the Companythat you are under no obligations or commitments, whether contractual or otherwise, that areinconsistent with your obligations under this Agreement. In connection with your Employment, you shall not use or disclose any trade secrets or other proprietary information or intellectualproperty in which you or any other person has any right, title or interest and your Employment will not infringe or violate the rights of any other person. You represent and warrant to the Company that you have returned all property and confidential information belonging to any prioremployer.
   
5. Commencement Date. You shall commence full-time Employment as soon as reasonably practicable and in no event later than [[ABSOLUTE START DATE]].
   
6. Cash and Incentive Compensation.
   
7. Salary. The Company shall pay you as compensation for your services an initial base [[MONTHLY] / [ANNUAL]] salary at a gross rate of $[[RATE]]. Such [[MONTHLY] / [ANNUAL]] salary shall be payable in accordance with the Company’s standard payroll procedures. The annual compensation specified in this subsection (a), together with any modifications in such compensation that the Company may make from time to time, is referred to in this Agreement as “Base Salary.” [The Board or any Compensation Committee of the Board shall review your Base Salary at least annually. Effective as of the date of any change to your Base Salary, the Base Salary as so changed shall be considered the new Base Salary for all purposes of this Agreement.]
   
8. [Incentive Bonuses. You will be eligible to be considered for an annual incentive bonus each calendar year during the term of your employment under this Agreement based upon the achievement of certain objective or subjective criteria established by the Company’s Board of Directors (the “Board”) or any Compensation Committee of the Board. The target amount for any such annual incentive bonus will be up to [[INCENTIVE BONUS TARGET]]% of your BaseSalary. The determinations of the Board with respect to such bonus shall be final and binding. You shall not earn an incentive bonus unless you are employed by the Company on the date when such bonus is payable.]
   
9. [Signing Bonus. The Company shall pay you a signing bonus of $[[SIGNING BONUS]] (the “Signing Bonus”) on or about the first day of your Employment, net of allapplicable withholding taxes and other applicable deductions in accordance with the Company’sstandard payroll practices.]
   
10. [Up-Front Retention Bonus. The Company shall pay you a retention bonus of $[[RETENTION BONUS]] (the “Retention Bonus”) on or about the first day of your Employment, net of all applicable withholding taxes and other applicable deductions in accordance with theCompany’s standard payroll practices. You will earn and be permitted to retain the full amount of the Retention Bonus if you are employed by the Company on the __-month anniversary of this Agreement. If you resign from the Company before such time, you will be required toimmediately return the gross pre-tax amount of the Retention Bonus to the Company.]
    
11. [Relocation. In order to assist you to move yourself and your household from [[CURRENT CITY]] to the San Francisco Bay Area, the Company will reimburse you up to an amount that will not exceed $[[RELOCATION REIMBURSEMENT MAX]] to cover your actual relocation expensesincurred for the following items: closing costs on the sale of your home in[[HOME'S LOCATION]], transportation from [[CURRENT CITY]] to the San Francisco Bay Area, storage of household goods and temporary housing in the San Francisco Bay Area (the“Relocation Payment”). The Relocation Payment shall be made to you net of all applicablewithholding taxes and other applicable deductions in accordance with the Company’s standard payroll practices.] [You will earn and be permitted to retain the full amount of the RelocationPayment if you are employed by the Company on the __-month anniversary of this Agreement. If you resign from the Company before such time, you will be required to immediately return the gross pre-tax amount of the Relocation Payment to the Company.]
    
12. [Sales Compensation. In addition to your Base Salary, you are eligible to participate in the Company’s [[SALES INCENTIVE PLAN NAME]] (the “Sales Incentive Plan”), subject to your execution of an acknowledgment of the terms of your participation in the Sales Incentive Plan (such form will be included in the plan documents which will be provided to you shortly).]
    
13. [Stock Options. Subject to the approval of the Company’s Board of Directors (the “Board”), the Company shall grant you a stock option covering [[OPTION SHARES]] shares of the Company’s Common Stock (the “Option”). The Option shall be granted as soon asreasonably practicable after the date of this Agreement or, if later, the date you commence fulltime Employment. The exercise price per share will be equal to the fair market value per share on the date the Option is granted, as determined by the Company’s Board of Directors in good faith compliance with applicable guidance in order to avoid having the Option be treated as deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended. There is no guarantee that the Internal Revenue Service will agree with this value. You should consult with your own tax advisor concerning the tax risks associated with accepting an option topurchase the Company’s Common Stock. [The term of the Option shall be 10 years], subject to earlier expiration in the event of the termination of your services to the Company. [The Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by theCompany at the exercise price in the event that your services to the Company terminate before the purchased shares become vested.] So long as your service status is continuous, the Option shall vest [and become exercisable] as follows: [[# OF OPTION SHARES]] of the total number of option sharesshall vest [and become exercisable] on [[OPTION EXERCISEABLE DATE]] and 1/48th of the total Option shares shall vest [and become exercisable] in equal monthly installments thereafter. The Option will be an incentive stock option to the maximum extent allowed by the tax code and shall be subject to theother terms and conditions set forth in the Company’s [[STOCK PLAN NAME]](the “Stock Plan”) and in the Company's standard form of Stock Option Agreement (the “Stock Agreement”).]
    
14. [Acceleration Benefit. [Acceleration if Not Assumed: If there is a Corporate Transaction that constitutes a Triggering Event and any outstanding Option held by you during your continuing service to the Company is to be terminated (in whole or in part) pursuant to the Stock Plan, the vesting and exercisability of each such Option shall accelerate such that the Option shall become vested and exercisable in full prior to the consummation of theTriggering Event at such time and on such conditions as the Administrator shall determine. TheAdministrator shall notify you that the Option will terminate at least five (5) days prior to the date on which the Option terminates. In order to be eligible for such acceleration of vesting benefit, you must execute the Company’s standard form of release of all claims agreement. Forpurposes of this paragraph, unless a capitalized term used in this paragraph has a meaning given to it elsewhere in this Agreement, such term shall have the meaning given to it in the Stock Plan or Stock Agreement.] OR [Single Trigger Acceleration: If there is a Corporate Transaction thatconstitutes a Triggering Event and irrespective of whether outstanding Options are being assumed, substituted, exchanged or terminated in connection with the transaction, the vesting and, if applicable, exercisability of each outstanding Award, Optioned Stock or Restricted Stock held by you during your continuing service to the Company shall accelerate such that the Options shall become vested and exercisable to the extent of ___% of the Shares then unvested, and any repurchase right of the Company applicable to Optioned Stock, Restricted Stock or shares issued upon exercise of an Award shall lapse as to ___% of the Shares subject to suchrepurchase right, in each case effective as of immediately prior to consummation of the Triggering Event. In order to be eligible for such acceleration of vesting benefit, you must execute the Company’s standard form of release of all claims agreement. For purposes of thisparagraph, unless a capitalized term used in this paragraph has a meaning given to it elsewhere inthis Agreement, such term shall have the meaning given to it in the Stock Plan. ] OR [Double Trigger Acceleration: If you are Involuntarily Terminated by the Successor Corporation in connection with or within __month(s) following the consummation of a Corporate Transaction that constitutes a Triggering Event, then any Award, Optioned Stock or Restricted Stock assumed or substituted by the Successor Corporation that is held by you at the time of yourservice termination shall accelerate and, if applicable, become exercisable such that the Options shall become vested and exercisable as to the number of Shares that would otherwise have vested and been exercisable as of the date __month(s) from the date of termination, and any repurchase right of the Company to which the Successor Corporation has succeeded as a result of the Triggering Event applicable Optioned Stock, Restricted Stock or shares issued upon exercise of an Award shall lapse as to the number of Shares as to which the repurchase right would otherwise have lapsed as of the date __ month(s) from the date of termination, in each caseassuming you would have remained in Continuous Service Status for such __-month period. The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of termination of your Continuous Service Status. In order to be eligible for such acceleration of vesting benefit, you must execute the Company’s standard form of release of all claims agreement. For purposes of this paragraph, unless a capitalized term used in this paragraph has a meaning given to it elsewhere in thisAgreement, such term shall have the meaning given to it in the Stock Plan.]
    
15. Vacation/PTO and Employee Benefits. During your Employment, you shall be eligible to accrue up to 15 days of paid vacation / paid time off, pro-rated for the remainder of this calendar year, in accordance with the Company’s vacation / paid time off policy, as it may be amended from time to time. During your Employment, you shall be eligible to participate in the employee benefit plans maintained by the Company and generally available to similarly situated employees of the Company, subject in each case to the generally applicable terms andconditions of the plan in question and to the determinations of any person or committeeadministering such plan.
    
16. Business Expenses. The Company will reimburse you for your necessary and reasonable business expenses incurred in connection with your duties hereunder upon presentation of an itemized account and appropriate supporting documentation, all in accordancewith the Company’s generally applicable policies.
    
17. Termination.
    
18. Employment at Will. Your Employment shall be “at will,” meaning that either you or the Company shall be entitled to terminate your Employment at any time and for any reason, with or without Cause. Any contrary representations that may have been made to you shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between you and the Company on the “at-will” nature of your Employment,which may only be changed in an express written agreement signed by you and a duly authorizedofficer of the Company.
    
19. Rights Upon Termination. Except as expressly provided in Section 6, upon the termination of your Employment, you shall only be entitled to the compensation and benefits earned and the reimbursements described in this Agreement for the period preceding theeffective date of the termination.
    
20. Termination Benefits.
    
21. General Release. Any other provision of this Agreement notwithstanding, subsections (b) and (c) below shall not apply unless and until (i) you have executed (and do not revoke) a full and complete general release of all claims in a form provided by the Company without alteration and (ii) you have returned all Company property.
    
22. Severance Pay. If, during the term of this Agreement, the Company terminates your Employment for any reason other than Cause, death or Permanent Disability, then, in addition to the amounts payable in accordance with Section 5(b), the Company shall pay you severance pay at a rate equal to your Base Salary in effect at the time of termination of yourEmployment for a period of 3 month(s) following the termination of your Employment (the“Continuation Period”). Such severance pay shall be paid in accordance with the Company’s standard payroll procedures on the Company’s payroll dates and shall be subject to all applicablewithholdings. Notwithstanding anything stated herein to the contrary, the severance provided inconnection with your termination under this section is intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii); provided that, to the extent that such severance and any other payments paid to you in connection with your involuntary separation from service does not qualify or otherwise exceeds the limit set forth inTreasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by Treasury or the IRS, the portion of the severance that does not qualify or otherwise exceeds suchlimit, as determined by the Company in its sole discretion, shall be paid by no later than the fifteenth (15th) day of the third (3rd) month following the end of your first tax year in which your termination date occurs, or, if later, the fifteenth (15th) day of the third (3rd) month following the end of the Company's first tax year in which your termination date occurs, as provided in Treasury Regulation Section 1.409A-1(b)(4).
    
23. Health Insurance. If subsection 6(b) above applies, and if you elect to continue and pay your health insurance coverage under the Consolidated Omnibus BudgetReconciliation Act (“COBRA”) following the termination of your Employment, then the Company shall pay your monthly premium under COBRA until the earliest of (i) the end of theContinuation Period, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you receive substantially equivalent health insurance coverage in connection with newemployment or self-employment.
    
24. Definition of “Cause.” For all purposes under this Agreement, “Cause” shall mean:
    
25. any [material] breach by you of this Agreement, the Confidential Information and Invention Assignment Agreement between you and the Company[, or any otherwritten agreement between you and the Company, if such breach causes material harm to theCompany ;]
    
26. any [material] failure by you to comply with the Company’s written policies or rules, as they may be in effect from time to time during your Employment[, if such failure causes material harm to the Company ;]