Option Grant and Exercise Terms

EXHIBIT 10.12 11.if Optionee provides services outside the U.S., i.where applicable, neither the Company nor any of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between Optionee's local currency and the United States Dollar that may affect the number and value of the Options or of any amounts due to Optionee pursuant to the exercise of the Options or the subsequent sale of any Shares acquired upon exercise; and ii.the Options and any Shares acquired thereunder, and the income from and value of same, are not part of normal or expected compensation for any purpose. C.Exercise of Option. 1.Right to Exercise. An Option granted hereunder is exercisable during the applicable Option's Term in accordance with the applicable provisions of the Plan and this Agreement. 2. Method of Exercise. An Option granted hereunder is exercisable by delivery of an exercise notice, in the form of exercise notice found on the Company's intranet site or as otherwise available from the Company (the "Exercise Notice"), which shall state the election to exercise an Option, the number of Shares in respect of which such Option is being exercised (the "Exercised Shares"), the date of grant of such Option, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be properly completed by Optionee and delivered to the Stock Plan Administrator of the Company (or his or her designee). The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. An Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. The Company will not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any U.S. or non-U.S. state or federal law or under the rulings or regulations of the U.S. Securities and Exchange Commission (the "SEC") or any other regulatory body, which the Administrator, in its absolute discretion, deems necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. or non-U.S. governmental agency, which the Administrator, in its absolute discretion, determines to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of exercise as the Administrator may establish from time to time for reasons of administrative convenience. Optionee understands that the Company is under no obligation to register or qualify the Common Stock with the SEC or any other U.S. or non-U.S. state or federal securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Optionee agrees that the Company shall have 3

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