X0202 3 2006-07-19 0 0001041426 TRIPATH IMAGING INC TPTH 0001370179 Petrilla James C/O TRIPATH IMAGING, INC. 780 PLANTATION DRIVE BURLINGTON NC 27215 0 1 0 0 Sr. VP - Commercial Operations Stock Option (right to buy) 6.04 2016-01-03 Common Stock 35000 D Stock Option (right to buy) 2016-05-31 Stock Appreciation Right 20000 D These options vest in four equal annual installments, beginning on January 3, 2007. These stock-settled stock appreciation rights vest in four installments, as follows: 25% becoming exercisable on May 31, 2007 at an exercise price of $7.05 per share, 25% becoming exercisable on May 31, 2008 at an exercise price of $7.40 per share, 25% becoming exercisable on May 31, 2009 at an exercise price of $7.77 per share, and 25% becoming exercisable on May 31, 2010 at an exercise price of $8.16 per share. /s/ James D. Petrilla 2006-07-27