Employee Option Acceleration Addendum

1. Definitions. For purposes of this Addendum, the following definitions shall be in effect:

A. Change in Control means any of the following transactions:

(i) a merger or consolidation approved by the Company's shareholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the successor company are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such transaction; or

(ii) the sale, transfer or other disposition of all or substantially all of the Company's assets to any person, entity or group of persons acting in concert other than a sale, transfer or disposition to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which is owned by the Company or by shareholders of the Company in substantially the same proportion as their ownership of the Company immediately prior to such sale.

However, the term Change in Control shall not include any transaction, the sole purpose of which is to change the state in which the Company is incorporated.

B. Company shall mean [NAME OF COMPANY], a [STATE] corporation.

C. Incapacity means the inability of the Employee, as determined by a physician selected by the Company, by reason of any injury or illness, to properly perform Employee's normal duties under this Agreement for a period of more than one hundred twenty (120) days.

D. Employee means [NAME OF EMPLOYEE].

E. Good Reason means....