Sample Business Contracts

        (a)   Subject to adjustment as provided in Section 10 below, the aggregate number of Shares subject to Options granted under the Plan shall not exceed 630,000 (the "Total Authorized Shares").

        (b)   Shares subject to Options that for any reason expire, or are canceled, terminated, forfeited or otherwise settled without the issuance of such Shares shall again be available for award under the Plan, subject to the limitation set forth in Subsection (a) above.

        (c)   Shares issued upon exercise of Options may consist, in whole or in part, of Shares held in treasury or authorized but unissued Shares not reserved for any other purpose.

        (d)   Shares issued upon the exercise of Options shall be fully paid and nonassessable.

        (e)   Unless otherwise determined by the Company's Board of Directors (the "Board") or a committee thereof (the Board or such committee is hereinafter referred to as the "Committee"), no Option shall be exercisable with respect to any fractional Shares.

        (a)   the tenth anniversary of the Grant Date, or such earlier date as may be specified in the applicable Option Agreement; or

        (b)   upon termination of the Optionee's service as an employee, officer, director, consultant or advisor with a Group Company, except to the extent otherwise specified in the applicable Option Agreement or as determined by the Committee.

        (a)   Except as otherwise provided in any applicable Option Agreement, no Option granted under the Plan shall be transferable by any Optionee other than by will or the laws of descent or distribution. Except as otherwise provided in any applicable Option Agreement, during the lifetime of an Optionee, an Option shall be exercisable only by the Optionee. Except as otherwise determined by the Committee, any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of, or to subject to execution, attachment or similar process, any Option other than as permitted above or in the applicable Option Agreement shall be null and void and of no effect, and shall result in termination of the Option and forfeiture of all rights with respect thereto.

        (b)   The Company may require that any Optionee, as a condition to exercise of any Option, give written assurances in substance and form satisfactory to the Company to the effect that he or she is acquiring the Shares subject to the Option for his or her own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with applicable Federal and state securities laws.

        (c)   Notwithstanding anything to the contrary in the Plan or in any Option Agreement, no Option may be exercised and no Shares or certificates representing Shares shall be issued if, in the judgment of the Committee, such exercise or issuance would constitute a violation of any state or Federal law or the rules or regulations of any governmental regulatory body or any securities exchange. If, at any time, counsel to the Company determines that the Shares must be listed, registered or otherwise qualified on any securities exchange or under any state or Federal law, or that the consent or approval of any governmental or regulatory body is necessary as a condition of, or in connection with the issuance or purchase of Shares pursuant to any Option, the Option may not be exercised, in whole or in part, unless and until all required listings, registrations,

qualifications, consents and approvals have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Company to apply for or to obtain any such listing, registration, qualification, consent or approval.

          (i)  accelerating the full exercisability of an Option during such period as the Committee shall prescribe following the public announcement of such Special Transaction;

         (ii)  canceling the portion of any Option that has not become exercisable and is not scheduled to become exercisable prior to the date of the Special Transaction;

        (iii)  permitting any Optionee, at his or her election and within any time period as the Committee may prescribe, to surrender Options (or any portion thereof) in exchange for cash payment in the amount and in a manner determined by the Committee; provided such an election by any Optionee shall not constitute an exercise of such surrendered Options, and such Optionee shall not acquire any stockholder rights with respect to such surrendered Options; or

        (iv)  requiring any Optionee, at any time prescribed by the Committee, to surrender Options (or any portion thereof) (A) in exchange for cash payment as described in clause (iii) above, provided in such case, that cash payment shall be in an amount per option equal to the difference between the Option Price and the Fair Market Value as of the date of surrender or such other amount as the committee may determine, or (B) in exchange for and, if necessary, subject to shareholder approval, of a substitute Option or other award issued by the corporation surviving such Special Transaction or acquiring the Company's assets, which the Committee, in the good faith exercise of its business judgment, determines to have a value substantially equivalent to the value of the Options surrendered.

        (a)    Term.    The term of the Option shall continue from the Grant Date until the date immediately preceding the tenth anniversary of the Grant Date (the "Expiration Date"), provided the Option shall only be exercisable as permitted in Sections 2(b), 2(c) and 2(d) below.

        (b)    Vesting.    Only the vested portion of the Option may be exercised. Except as otherwise specifically provided in this Agreement and subject to the continuous employment or engagement of the Optionee with the Company or any subsidiary or affiliate of the Company (the Company and its subsidiaries and affiliates are referred to collectively as the "Group" and each individually as a "Group Company") until the date on which the Option or applicable portion thereof is scheduled to become vested, the Option shall become vested with respect to (i) 1/4th of the Option Shares on the first anniversary of the Grant Date, and (ii) 1/48th of the Option Shares upon the passing of each full month thereafter (such that, subject to the other terms and conditions of this Agreement, the Option shall be vested with respect to all Option Shares on the fourth anniversary of the Grant Date). The Option, to the extent vested, shall become exercisable only as provided in Section 2(c) below, and once exercisable, shall thereafter remain exercisable until the Expiration Date, subject to Section 2(d) below. The Committee, in its discretion, may accelerate the vesting or exercisability of the Option or any part thereof at any time and from time to time. Unless sooner terminated in accordance with the terms of this Agreement, the entire Option shall expire on the Expiration Date and may not be exercised in whole or in any part at any time thereafter.

        Unless consented to by the Committee or unless otherwise determined by the Committee pursuant to Section 4(c) of the Plan, no portion of the Option may be exercised until (A) such portion has vested and (B) the earlier of the occurrence of any of the following five events after the Grant Date: (i) termination of the Optionee's employment with the Group, (ii) a "Change in Control" of the Company, (iii) the consummation of an initial public offering of the Company's Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, on

Form S-1, (iv) the admission of the Company's Shares to trading on a regulated market (as defined by Article 1(13) of the EC Directive 93/22/EEC) or the AIM market operated by the London Stock Exchange plc, or (v) the day immediately prior to the tenth anniversary of the Grant Date. For this purpose, (x) the term "Change in Control" means (i) any Special Transaction (as defined in the Plan), (ii) the consummation of any transaction or series of transactions resulting in one or more Third Parties (whether or not related) owning, directly or indirectly, securities of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's securities) or (iii) the sale, transfer or other disposition of all or substantially all of the business and assets of the Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis) to one or more Third Parties, and (y) the term "Third Party" means any person or entity who or which (i) does not own any of the Company's securities as of the date of this Agreement, (ii) is not controlling, controlled by or under common control with any person or entity that owns any of the Company's securities as of the date of this Agreement, and (iii) is not the spouse or descendent (by birth or adoption) of any person who directly or indirectly owns or controls any of the Company's securities as of the date of this Agreement. For the avoidance of doubt, any person or entity described in any one of clauses (i), (ii), or (iii) above will not be considered a Third Party for purposes of this Agreement.

        (d)    Exercise Following Termination of Employment or Engagement.    

        (iii)    Death or Disability.    If the Optionee's employment or engagement is terminated by reason of the Optionee's death or Disability (defined below), then upon such termination the Unvested Portion shall automatically expire and the Vested Portion shall be and continue to be exercisable until the earlier of (A) the one hundred and eightieth (180th) day after the date of such termination or (B) the Expiration Date, whereupon the Vested Portion shall automatically expire to the extent not then exercised. A termination for "Disability" means any termination (x) that is for Disability pursuant to the Optionee's employment agreement, if any, or (y) in the absence of such an agreement defining Disability, if at the time of termination the Optionee is eligible to receive long-term disability benefits under any applicable Group plan or program or Group disability insurance policy, or any other termination that the Committee, in its discretion, determines is a termination for Disability.

        (iv)    Committee Discretion.    Notwithstanding anything to the contrary in Section 2(c) above, the Committee, in its discretion may extend the period following termination during which the Vested Portion may be exercised.

        (v)    Limits on Extended Exercisability.    If the Option is an Incentive Stock Option, in order to obtain the federal income tax advantages associated with an "incentive stock option," the Code requires that at all times beginning on the date of grant of the Option and ending on the day three (3) months before the date of the Option's exercise, the Optionee must be an employee of a Group Company, except in the event of the Optionee's death or Disability. The Company has provided for extended exercisability of the Option under certain circumstances for the Optionee's benefit but cannot guarantee that the Option will necessarily be treated as an "incentive stock option" if the Optionee continues to provide services to a Group Company in any non-employee capacity after the Optionee's employment terminates or if the Optionee otherwise exercise the Option more than three (3) months after the date the Optionee's employment terminates.

        (vi)    Violations of Optionee Non-Disclosure Agreement.    Notwithstanding anything to the contrary in Section 2 above or elsewhere, and without limiting any rights or remedies of the Company under the Optionee Non-Disclosure Agreement or otherwise, upon any violation of the Optionee Non-Disclosure Agreement, (A) the Option shall be cancelled and immediately forfeited by the Optionee, (B) the Company shall have the assignable right and option, exercisable in its discretion, to purchase from the Optionee (or any "Permitted Transferee" as defined in the Stockholders Agreement) any Option Shares theretofore acquired pursuant to the Option at a purchase price equal to the lesser of the Exercise Price paid for such Option Shares or the Fair Market Value of such Option Shares as of the time of repurchase, and (C) to the extent that the Optionee or any Permitted Transferee shall have sold, transferred or otherwise disposed of any Option Shares, the Optionee shall be required to pay the Company on demand the amount, if any, by which the amount of any proceeds received by the Optionee or any Permitted Transferee in connection with such sale, transfer or other disposition exceeds the Exercise Price paid for such Option Shares. These remedies are

cumulative and in addition to any other rights and remedies the Company may have under the Optionee Non-Disclosure Agreement or otherwise, including equitable relief and the recovery of damages from the Optionee.

        (vii)    Limits on Incentive Stock Options.    If the Option is an Incentive Stock Option, then to the extent that the aggregate Fair Market Value (determined at the time of grant) of the Shares with respect to which the Option plus all other Incentive Stock Options the Optionee holds are exercisable for the first time by the Optionee during any calendar year (under all plans of the Group Companies) exceeds one hundred thousand dollars ($100,000), the Optionee's Option(s) or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Non-qualified Stock Options.

        (a)    Exercise Notice.    The Vested Portion may be exercised with respect to all or any part of the Vested Portion by written notice from the Optionee to the Company ("Exercise Notice") specifying the number of whole Option Shares with respect to which the Option is being exercised (the "Exercise Shares"), and the aggregate Option Price for such Exercise Shares. The Option may not be exercised for any fractional Share unless the Committee determines otherwise.

        (b)    Closing Payment.    Upon receipt of the Exercise Notice, the Company shall schedule a closing date (the "Exercise Date") that is not later than thirty (30) business days following its receipt of the Exercise Notice. On or before the Exercise Date (x) the Optionee shall deliver to the Company full payment for the Exercise Shares either (A) in cash, by certified or bank check payable to the order of the Company or (B) by payment in such other form as the Committee, in its discretion, may permit, in an amount equal to the product of the Option Price on the Exercise Date and the number of Exercise Shares to be purchased (such amount, the "Exercise Price"), (y) the Optionee shall join in and become a party to the Stockholders Agreement by written instrument in form and substance satisfactory to the Committee, and (z) the Optionee and the Company shall enter into a subscription agreement with respect to the Exercise Shares (the "Subscription Agreement") in form and substance satisfactory to the Committee.

        (c)    Delivery of Shares.    Upon payment of the Exercise Price, the Optionee's delivery of the Subscription Agreement, and the Optionee's joining in and becoming a party to the Stockholders Agreement, the Company shall make prompt delivery of a certificate or certificates representing the Exercise Shares, registered in the name of the Optionee and bearing an appropriate legend as provided in Section 8(b) below; provided however, that if the Company or its counsel determines that compliance with any applicable law or regulation requires that the Company take any action prior to the issuance of the Exercise Shares to the Optionee, then the Exercise Date shall be extended for such period as may be necessary to complete such action and no Shares shall be issued unless and until the Company's counsel has determined that the Company has complied with all applicable securities laws, the listing requirements of any securities exchange on which stock of the same class as the Stock is then listed, and any other law or regulation applicable to such issuance. The Company may require that the Optionee furnish or execute such other documents as the Company shall reasonably deem necessary to (i) evidence such exercise, (ii) determine whether registration is then required under applicable securities law, and (iii) comply with or satisfy the requirements of applicable securities law or other applicable law.

        (d)    Notice of Disposition of Shares.    If the Option is an Incentive Stock Option, by exercising the Option the Optionee agrees that the Optionee will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of the Option that occurs within two (2) years after the date of the Option grant or within one (1) year after such Shares are transferred upon exercise of the Option.

        (a)    Restrictions Generally.    This Option is personal to the Optionee and neither the Option nor any of the rights of the Optionee hereunder may be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except by the laws of descent and distribution, nor shall the Option or any rights with respect thereto be subject to execution, attachment or similar process. Upon any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights with respect thereto contrary to the provisions of this Agreement, or upon the placement or levy of any attachment or similar process on the Option or any of the Optionee's rights hereunder, the Option and all such rights shall expire and become null and void, unless the Committee, in its discretion, determines otherwise.

        (b)    Permitted Transfers.    Notwithstanding anything to the contrary in Section 4(a) above, an Optionee may, with the consent of the Company, which shall not be unreasonably withheld, Transfer by gift all or any portion of an Option to a trust or trusts (or other entity approved by the Committee in its discretion) for the exclusive benefit of one or more members of such Optionee's Immediate Family, provided that the Option shall continue to be subject to all of the terms and conditions of this Agreement and the Plan as if no such Transfer had occurred and the Optionee and the transferee shall execute and deliver to the Company such instruments or agreements as the Company may reasonably require to confirm the foregoing. As used herein, "Immediate Family" means, with respect to any person, such person's child, stepchild, grandchild, parent, grandparent, spouse, brother, or sister (or other family relationships specifically approved by the Committee).

        (a)    Representations.    The Optionee represents, warrants, covenants and agrees that:

        By making payment of the Exercise Price, the Optionee shall be deemed to have remade and reaffirmed, as of the Exercise Date, all of the representations, warranties, covenants and agreements made in this Section 8.

        (b)    Legend on Stock Certificates.    All stock certificates representing Exercise Shares shall have affixed thereto a legend substantially in the following form, in addition to any other legends required by applicable state law:

        (a)   Except as provided herein, this Option may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Optionee.

        (b)   Any notices or other communications required or permitted under this Option Agreement ("Notices") shall be in writing and shall be either personally delivered, sent by express or first class mail postage prepaid), return receipt requested, or sent by nationally recognized overnight courier service (overnight delivery, charges prepaid), addressed as follows:

        Either party may change its address for Notices by written Notice to the other given in accordance with this Section 9(b). Notices shall be deemed given when delivered personally, three days after deposit in the U.S. mail, or two business days after deposit with a nationally recognized overnight courier service, as applicable.

        (c)   The Option and the rights and obligations of the Company and the Optionee hereunder are subject to the terms and conditions of the Plan. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall govern. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Plan.

        (d)   The provisions of Section 4(b) of the Plan are specifically incorporated herein. Any Committee interpretation of the provisions of the Plan or this Agreement shall be final and binding on all parties.

        (e)   This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute relating to this Agreement shall be heard in the state or federal courts of the State of New Hampshire, and the parties agree to jurisdiction and venue therein.

        (f)    The Optionee shall keep the terms of this Agreement strictly confidential other than as may be necessary to enforce his or her rights hereunder or as otherwise required by law.