fy2008ex_10-1.htm


    TEGAL
      CORPORATION

     

    
2007
      INCENTIVE AWARD PLAN

     

    


    STOCK
      OPTION GRANT NOTICE AND

     

    STOCK
      OPTION AGREEMENT

     

     

    Tegal
      Corporation, a Delaware corporation (the “Company”),
      pursuant to its 2007 Incentive Award Plan (the
“Plan”), hereby grants to the holder listed below
      (“Participant”), an option to purchase the number of
      shares of the Company’s common stock, par value $0.01
      (“Stock”), set forth below (the
“Option”).  This Option is subject
      to all of
      the terms and conditions set forth herein and in the Stock Option Agreement
      attached hereto as Exhibit A (the “Stock Option
      Agreement”) and the Plan, which are incorporated herein by
      reference.  Unless otherwise defined herein, the terms defined in the
      Plan shall have the same defined meanings in this Grant Notice and the Stock
      Option Agreement.

     

    
      	
              Participant:

            	  
              
	
              Grant
                Date:

            	  
              
	
              Vesting
                Commencement Date:

            	  
              
	
              Exercise
                Price per Share:

            	
              $                                                                       

            
	
              Total
                Exercise Price:

            	
              $                                                                         

            
	
              Total
                Number of Shares Subject to the Option:

            	
                
                

            
	
              Expiration
                Date:

            	  
              


    

    


     

    Type
      of
      Option:                                                                         
o Incentive
      Stock
      Option                                                                      x  Non-Qualified
      Stock Option

    


    
      	
               

               

            	
               

              Vesting
                Schedule: [The Option shall vest with respect to twenty-five
                percent (25%) of the total number of Shares subject to the Option
                on each
                of the first and second anniversaries of the Vesting Commencement
                Date,
                and with respect to an additional 1/48th of the total number of Shares
                subject to the Option on the last day of each month thereafter, subject
                to
                Participant’s continued status as a service provider as an Employee,
                Director or Consultant on each applicable vesting date, such that
                all
                Shares subject to the Option shall be fully vested on the fourth
                anniversary of the Vesting Commencement
                Date.]

            


    

     

     

    By
      his or
      her signature, the Participant agrees to be bound by the terms and conditions
      of
      the Plan, the Stock Option Agreement and this Grant Notice.  The
      Participant has reviewed the Stock Option Agreement, the Plan and this Grant
      Notice in their entirety, has had an opportunity to obtain the advice of counsel
      prior to executing this Grant Notice and fully understands all provisions of
      this Grant Notice, the Stock Option Agreement and the
      Plan.  Participant hereby agrees to accept as binding, conclusive and
      final all decisions or interpretations of the Committee upon any questions
      arising under the Plan or relating to the Option.

     

    
      	
              TEGAL
                CORPORATION

            	 	
              PARTICIPANT

            
	
              By:

            	
                

            	 	
              By:

            	 
	
              Print
                Name:

            	 	 	
              Print
                Name:

            	 
	
              Title:

            	 	 	 	 
	
              Address:

            	 	 	
              Address:

            	 
	 	 	 	 	 


    


    
      
              

                  
      
      

                
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    


     

    TO
      STOCK OPTION GRANT NOTICE

     

    


     

    STOCK
      OPTION AGREEMENT

     

    Pursuant
      to the Stock Option Grant Notice (the “Grant Notice”)
      to which this Stock Option Agreement (this
“Agreement”) is attached, Tegal Corporation, a
      Delaware corporation (the “Company”), has granted to
      the Participant an option under the Company’s 2007 Incentive Award Plan (the
“Plan”) to purchase the number of shares of Stock
      indicated in the Grant Notice.

     

    ARTICLE
      I.

    GENERAL

    1.1  Defined
      Terms.  Wherever the following terms are used in this Agreement
      they shall have the meanings specified below, unless the context clearly
      indicates otherwise.  Capitalized terms not specifically defined
      herein shall have the meanings specified in the Plan and the Grant
      Notice.

     

    (a)  “Administrator”
      shall mean the Board or the Committee responsible for conducting the general
      administration of the Plan in accordance with Article 13 of the Plan; provided
      that if the Participant is an Independent Director, “Administrator” shall mean
      the Board.

     

    (b)  “Termination
      of Consultancy” shall mean the time when the engagement of the
      Participant as a Consultant to the Company or a Subsidiary is terminated for
      any
      reason, with or without cause, including, but not by way of limitation, by
      resignation, discharge, death or retirement, but excluding:  (a)
      terminations where there is a simultaneous employment or continuing employment
      of the Participant by the Company or any Subsidiary, and (b) terminations where
      there is a simultaneous re-establishment of a consulting relationship or
      continuing consulting relationship between the Participant and the Company
      or
      any Subsidiary.  The Administrator, in its absolute discretion, shall
      determine the effect of all matters and questions relating to Termination of
      Consultancy, including, but not by way of limitation, the question of whether
      a
      particular leave of absence constitutes a Termination of
      Consultancy.  Notwithstanding any other provision of the Plan, the
      Company or any Subsidiary has an absolute and unrestricted right to terminate
      a
      Consultant’s service at any time for any reason whatsoever, with or without
      cause, except to the extent expressly provided otherwise in
      writing.

     

    (c)  “Termination
      of Directorship” shall mean the time when the Participant, if he
      or she is or becomes an Independent Director, ceases to be a Director for any
      reason, including, but not by way of limitation, a termination by resignation,
      failure to be elected, death or retirement.  The Board, in its sole
      and absolute discretion, shall determine the effect of all matters and questions
      relating to Termination of Directorship with respect to Independent
      Directors.

     

    (d)  “Termination
      of Employment” shall mean the time when the employee-employer
      relationship between the Participant and the Company or any Subsidiary is
      terminated for any reason, with or without cause, including, but not by way
      of
      limitation, a termination by resignation, discharge, death, disability or
      retirement; but excluding:  (a) terminations where there is a
      simultaneous reemployment or continuing employment of the Participant by the
      Company or any Subsidiary, and (b) terminations where there is a simultaneous
      establishment of a consulting relationship or continuing consulting relationship
      between the Participant and the Company or any Subsidiary.  The
      Administrator, in its absolute discretion, shall determine the effect of all
      matters and questions relating to Termination of Employment, including, but
      not
      by way of limitation, the question of whether a particular leave of absence
      constitutes a Termination of Employment.

     

    (e)  “Termination
      of Services” shall mean the last to
      occur of a Participant’s Termination of Consultancy, Termination of Directorship
      or Termination of Employment, as applicable.  A Participant shall not
      be deemed to have a Termination of Services merely because of a change in the
      capacity in which the Participant renders service to the Company or any
      Subsidiary (i.e., a Participant who is an Employee becomes a Consultant) or
      a
      change in the entity for which the Participant renders such service (i.e.,
      an
      Employee of the Company becomes an Employee of a Subsidiary), unless following
      such change in capacity or service the Participant is no longer serving as
      an
      Employee, Director or Consultant of the Company or any Subsidiary.

     

    1.2  Incorporation
      of Terms of Plan.  The Option is subject to the terms and
      conditions of the Plan which are incorporated herein by reference.  In
      the event of any inconsistency between the Plan and this Agreement, the terms
      of
      the Plan shall control.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      II.

    GRANT
      OF OPTION

    2.1  Grant
      of Option.  In consideration of the Participant’s past and/or
      continued employment with or service to the Company or a Subsidiary and for
      other good and valuable consideration, effective as of the Grant Date set forth
      in the Grant Notice (the “Grant Date”), the Company
      irrevocably grants to the Participant the Option to purchase any part or all
      of
      an aggregate of the number of shares of Stock set forth in the Grant Notice,
      upon the terms and conditions set forth in the Plan and this
      Agreement.  Unless designated as a Non-Qualified Stock Option in the
      Grant Notice, the Option shall be an Incentive Stock Option to the maximum
      extent permitted by law.

     

    2.2  Exercise
      Price.  The exercise price of the shares of Stock subject to the
      Option shall be as set forth in the Grant Notice, without commission or other
      charge; provided, however, that the price per share of the
      shares of Stock subject to the Option shall not be less than 100% of the Fair
      Market Value of a share of Stock on the Grant Date.  Notwithstanding
      the foregoing, if this Option is designated as an Incentive Stock Option and
      the
      Participant owns (within the meaning of Section 424(d) of the Code) more than
      10% of the total combined voting power of all classes of stock of the Company
      or
      any “subsidiary corporation” of the Company or any “parent corporation” of the
      Company (each within the meaning of Section 424 of the Code), the price per
      share of the shares of Stock subject to the Option shall not be less than 110%
      of the Fair Market Value of a share of Stock on the Grant Date.

     

    2.3  Consideration
      to the Company.  In consideration of the grant of the Option by
      the Company, the Participant agrees to render faithful and efficient
      services to the Company or any Subsidiary.  Nothing in the Plan or
      this Agreement shall confer upon the Participant any right to continue in the
      employ or service of the Company or any Subsidiary or shall interfere with
      or
      restrict in any way the rights of the Company and its Subsidiaries, which rights
      are hereby expressly reserved, to discharge or terminate the services of the
      Participant at any time for any reason whatsoever, with or without cause, except
      to the extent expressly provided otherwise in a written agreement between the
      Company or a Subsidiary and the Participant.

     

    ARTICLE
      III.

    PERIOD
      OF EXERCISABILITY

    3.1  Commencement
      of Exercisability.

     

    (a)  Subject
      to Sections 3.2, 3.3, 5.8 and 5.10 hereof, the Option shall become vested and
      exercisable in such amounts and at such times as are set forth in the Grant
      Notice.

     

    (b)  No
      portion of the Option which has not become vested and exercisable at the date
      of
      the Participant’s Termination of Service shall thereafter become vested and
      exercisable, except as may be otherwise provided in this Agreement, by the
      Administrator or as set forth in a written agreement between the Company and
      the
      Participant.

     

    (c)  Notwithstanding
      anything in this Sections 3.1, pursuant to Section 12.2 of the Plan, the Option
      shall become fully vested and exercisable in the event of a Change in Control,
      in connection with which the successor corporation does not assume the Option
      or
      substitute an equivalent right for the Option.  Should the successor
      corporation assume the Option or substitute an equivalent right, then no such
      acceleration shall apply.

     

    3.2  Duration
      of Exercisability.  The installments provided for in the vesting
      schedule set forth in the Grant Notice are cumulative.  Each such
      installment which becomes vested and exercisable pursuant to the vesting
      schedule set forth in the Grant Notice shall remain vested and exercisable
      until
      it becomes unexercisable under Section 3.3 hereof.

     

    3.3  Expiration
      of Option.  The Option may not be exercised to any extent by
      anyone after the first to occur of the following events:

     

    (a)  The
      expiration of ten years from the Grant Date;

     

    (b)  If
      this
      Option is designated as an Incentive Stock Option and the Participant owned
      (within the meaning of Section 424(d) of the Code), at the time the Option
      was granted, more than 10% of the total combined voting power of all classes
      of
      stock of the Company or any “subsidiary corporation” of the Company or any
“parent corporation” of the Company (each within the meaning of Section 424 of
      the Code), the expiration of five years from the Grant Date;

     

    (c)  The
      expiration of three months from the date of the Participant’s Termination of
      Services, unless such termination occurs by reason of the Participant’s death or
      Disability; or

     

    (d)  The
      expiration of one year from the date of the Participant’s Termination of
      Services by reason of the Participant’s death or Disability.

     

    The
      Participant acknowledges that an Incentive Stock Option exercised more that
      three months after the Participant’s Termination of Employment, other than by
      reason of death or Disability, will be taxed as a Non-Qualified Stock
      Option.

     

    3.4  Special
      Tax Consequences.  The Participant acknowledges that, to the
      extent that the aggregate Fair Market Value (determined as of the time the
      Option is granted) of all shares of Stock with respect to which Incentive Stock
      Options, including the Option, are exercisable for the first time by the
      Participant in any calendar year exceeds $100,000, the Option and such other
      options shall be Non-Qualified Stock Options to the extent necessary to comply
      with the limitations imposed by Section 422(d) of the Code.  The
      Participant further acknowledges that the rule set forth in the preceding
      sentence shall be applied by taking the Option and other “incentive stock
      options” into account in the order in which they were granted, as determined
      under Section 422(d) of the Code and the Treasury Regulations
      thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV.

    EXERCISE
      OF OPTION

    4.1  Person
      Eligible to Exercise.  Except as provided in Sections 5.2(b) and
      5.2(c) hereof, during the lifetime of the Participant, only the Participant
      may
      exercise the Option or any portion thereof.  After the death of the
      Participant, any exercisable portion of the Option may, prior to the time when
      the Option becomes unexercisable under Section 3.3 hereof, be exercised by
      the
      Participant’s personal representative or by any person empowered to do so under
      the deceased the Participant’s will or under the then applicable laws of descent
      and distribution.

     

    4.2  Partial
      Exercise.  Any exercisable portion of the Option or the entire
      Option, if then wholly exercisable, may be exercised in whole or in part at
      any
      time prior to the time when the Option or portion thereof becomes unexercisable
      under Section 3.3 hereof.

     

    4.3  Manner
      of Exercise.  The Option, or any exercisable portion thereof, may
      be exercised solely by delivery to the Secretary of the Company (or any third
      party administrator or other person or entity designated by the Company) of
      all
      of the following prior to the time when the Option or such portion thereof
      becomes unexercisable under Section 3.3 hereof:

     

    (a)  An
      Exercise Notice in a form specified by the Administrator, stating that the
      Option or portion thereof is thereby exercised, such notice complying with
      all
      applicable rules established by the Administrator;

     

    (b)  The
      receipt by the Company of full payment for the shares of Stock with respect
      to
      which the Option or portion thereof is exercised, including payment of any
      applicable withholding tax, which may be in one or more of the forms of
      consideration permitted under Section 4.4 hereof;

     

    (c)  Any
      other
      written representations as may be required in the Administrator’s reasonable
      discretion to evidence compliance with the Securities Act or any other
      applicable law rule, or regulation; and

     

    (d)  In
      the
      event the Option or portion thereof shall be exercised pursuant to
      Section 4.1 hereof by any person or persons other than the Participant,
      appropriate proof of the right of such person or persons to exercise the
      Option.

     

    Notwithstanding
      any of the foregoing, the Company shall have the right to specify all conditions
      of the manner of exercise, which conditions may vary by country and which may
      be
      subject to change from time to time.

     

    4.4  Method
      of Payment.  Payment of the exercise price shall be by any of the
      following, or a combination thereof, at the election of the
      Participant:

     

    (a)  Cash;

     

    (b)  Check;

     

    (c)  Delivery
      of a notice that the Participant has placed a market sell order with a broker
      with respect to shares of Stock then issuable upon exercise of the Option,
      and
      that the broker has been directed to pay a sufficient portion of the net
      proceeds of the sale to the Company in satisfaction of the aggregate exercise
      price; provided, that payment of such proceeds is then made to the
      Company upon settlement of such sale;

     

    (d)  With
      the
      consent of the Administrator, surrender of other shares of Stock which (A)
      in
      the case of shares of Stock acquired from the Company, have been owned by the
      Participant for more than six (6) months on the date of surrender, and (B)
      have
      a Fair Market Value on the date of surrender equal to the aggregate exercise
      price of the shares of Stock with respect to which the Option or portion thereof
      is being exercised;

     

    (e)  With
      the
      consent of the Administrator, surrendered shares of Stock issuable upon the
      exercise of the Option having a Fair Market Value on the date of exercise equal
      to the aggregate exercise price of the shares of Stock with respect to which
      the
      Option or portion thereof is being exercised; or

     

    (f)  With
      the
      consent of the Administrator, property of any kind which constitutes good and
      valuable consideration.

     

    4.5  Conditions
      to Issuance of Stock Certificates.  The shares of Stock
      deliverable upon the exercise of the Option, or any portion thereof, may be
      either previously authorized but unissued shares of Stock or issued shares
      of
      Stock which have then been reacquired by the Company.  Such shares of
      Stock shall be fully paid and nonassessable.  The Company shall not be
      required to issue or deliver any shares of Stock purchased upon the exercise
      of
      the Option or portion thereof prior to fulfillment of all of the following
      conditions:

     

    (a)  The
      admission of such shares of Stock to listing on all stock exchanges on which
      such Stock is then listed;

     

    (b)  The
      completion of any registration or other qualification of such shares of Stock
      under any state or federal law or under rulings or regulations of the Securities
      and Exchange Commission or of any other governmental regulatory body, which
      the
      Administrator shall, in its absolute discretion, deem necessary or
      advisable;

     

    (c)  The
      obtaining of any approval or other clearance from any state or federal
      governmental agency which the Administrator shall, in its absolute discretion,
      determine to be necessary or advisable;

     

    (d)  The
      receipt by the Company of full payment for such shares of Stock, including
      payment of any applicable withholding tax, which may be in one or more of the
      forms of consideration permitted under Section 4.4 hereof; and

     

    (e)  The
      lapse
      of such reasonable period of time following the exercise of the Option as the
      Administrator may from time to time establish for reasons of administrative
      convenience.

     

    4.6  Rights
      as Stockholder.  The holder of the Option shall not be, nor have
      any of the rights or privileges of, a stockholder of the Company in respect
      of
      any shares of Stock purchasable upon the exercise of any part of the Option
      unless and until such shares of Stock shall have been issued by the Company
      to
      such holder (as evidenced by the appropriate entry on the books of the Company
      or of a duly authorized transfer agent of the Company).  No adjustment
      will be made for a dividend or other right for which the record date is prior
      to
      the date the shares of Stock are issued, except as provided in Section 12.1
      of
      the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      V.

    OTHER
      PROVISIONS

    5.1  Administration.  The
      Administrator shall have the power to interpret the Plan and this Agreement
      and
      to adopt such rules for the administration, interpretation and application
      of
      the Plan as are consistent therewith and to interpret, amend or revoke any
      such
      rules.  All actions taken and all interpretations and determinations
      made by the Administrator in good faith shall be final and binding upon
      Participant, the Company and all other interested persons.  No member
      of the Committee or the Board shall be personally liable for any action,
      determination or interpretation made in good faith with respect to the Plan,
      this Agreement or the Option.

     

    5.2  Option
      Not Transferable.

     

    (a)  Subject
      to Section 5.2(b) hereof, the Option
      may
      not be sold, pledged, assigned or transferred in any manner other than by will
      or the laws of descent and distribution, unless and until the shares of Stock
      underlying the Option have been issued, and all restrictions applicable to
      such
      shares of Stock have lapsed.  Neither the Option nor any interest or
      right therein shall be liable for the debts, contracts or engagements of
      Participant or his or her successors in interest or shall be subject to
      disposition by transfer, alienation, anticipation, pledge, encumbrance,
      assignment or any other means whether such disposition be voluntary or
      involuntary or by operation of law by judgment, levy, attachment, garnishment
      or
      any other legal or equitable proceedings (including bankruptcy), and any
      attempted disposition thereof shall be null and void and of no effect, except
      to
      the extent that such disposition is permitted by the preceding
      sentence.

     

    (b)  Notwithstanding
      any other provision in this Agreement, with the consent of the Administrator
      and
      to the extent the Option is not intended to qualify as an Incentive Stock
      Option, the Participant may transfer the Option (or any portion thereof) to
      any
      one or more Permitted Transferees (as defined below), subject to the following
      terms and conditions:  (i) any portion of the Option transferred to a
      Permitted Transferee shall not be assignable or transferable by the Permitted
      Transferee other than by will or the laws of descent and distribution or to
      another Permitted Transferee; (ii) any portion of the Option which is
      transferred to a Permitted Transferee shall continue to be subject to all the
      terms and conditions of the Option as applicable to the Participant (other
      than
      the ability to further transfer the Option); and (iii) the Participant and
      the
      Permitted Transferee shall execute any and all documents requested by the
      Administrator, including, without limitation documents to (A) confirm the status
      of the transferee as a Permitted Transferee, (B) satisfy any requirements for
      an
      exemption for the transfer under applicable federal and state securities laws
      and (C) evidence the transfer.  For purposes of this Section 5.2(b),
“Permitted Transferee” shall mean, with respect to a
      Participant, any child, stepchild, grandchild, parent, stepparent, grandparent,
      spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
      adoptive relationships, any person sharing the Participant’s household (other
      than a tenant or employee), a trust in which these persons (or the Participant)
      control the management of assets, and any other entity in which these persons
      (or the Participant) own more than fifty percent of the voting interests, or
      any
      other transferee specifically approved by the Administrator after taking into
      account any state or federal tax or securities laws applicable to transferable
      Options.

     

    (c)  Unless
      transferred to a Permitted Transferee in accordance with Section 5.2(b) hereof,
      during the lifetime of Participant, only Participant may exercise the Option
      or
      any portion thereof.  Subject to such conditions and procedures as the
      Administrator may require, a Permitted Transferee may exercise the Option or
      any
      portion thereof during Participant’s lifetime.  After the death of
      Participant, any exercisable portion of the Option may, prior to the time when
      the Option becomes unexercisable under Section 3.3 hereof, be exercised by
      Participant’s personal representative or by any person empowered to do so under
      the deceased Participant’s will or under the then applicable laws of descent and
      distribution.

     

    5.3  Adjustments.  The
      Participant acknowledges that the Option is subject to modification and
      termination in certain events as provided in this Agreement and Article 12
      of
      the Plan.

     

    5.4  Notices.  Any
      notice to be given under the terms of this Agreement to the Company shall be
      addressed to the Company in care of the Secretary of the Company at the
      address given beneath the signature of the Company’s authorized officer on the
      Grant Notice, and any notice to be given to Participant shall be addressed
      to
      Participant at the address given beneath Participant’s signature on the Grant
      Notice.  By a notice given pursuant to this Section 5.4, either party
      may hereafter designate a different address for notices to be given to that
      party.  Any notice which is required to be given to Participant shall,
      if Participant is then deceased, be given to the person entitled to exercise
      his
      or her Option pursuant to Section 4.1 hereof by written notice under this
      Section 5.4.  Any notice shall be deemed duly given when sent via
      email or when sent by certified mail (return receipt requested) and deposited
      (with postage prepaid) in a post office or branch post office regularly
      maintained by the United States Postal Service.

     

    5.5  Titles.  Titles
      are provided herein for convenience only and are not to serve as a basis for
      interpretation or construction of this Agreement.

     

    5.6  Governing
      Law; Severability.  The laws of the State of Delaware shall govern
      the interpretation, validity, administration, enforcement and performance of
      the
      terms of this Agreement regardless of the law that might be applied under
      principles of conflicts of laws.

     

    5.7  Conformity
      to Securities Laws.  The Participant acknowledges that the Plan
      and this Agreement are intended to conform to the extent necessary with all
      provisions of the Securities Act and the Exchange Act and any and all
      regulations and rules promulgated by the Securities and Exchange Commission
      thereunder, and state securities laws and regulations.  Notwithstanding
      anything herein to the contrary, the Plan shall be administered, and the Option
      is granted and may be exercised, only in such a manner as to conform to such
      laws, rules and regulations.  To the extent permitted by applicable law,
      the Plan and this Agreement shall be deemed amended to the extent necessary
      to
      conform to such laws, rules and regulations.

     

    5.8  Amendments, Suspension
      and Termination.  To the extent permitted by the Plan,
      this Agreement may be wholly or partially amended or otherwise modified,
      suspended or terminated at any time or from time to time by the Committee or
      the
      Board, provided, that, except as may otherwise be provided by the Plan,
      no amendment, modification, suspension or termination of this Agreement shall
      adversely effect the Option in any material way without the prior written
      consent of the Participant.  

     

    5.9  Successors
      and Assigns.  The Company may assign any of its rights under this
      Agreement to single or multiple assignees, and this Agreement shall inure to
      the
      benefit of the successors and assigns of the Company.  Subject to the
      restrictions on transfer herein set forth in Section 5.2 hereof, this Agreement
      shall be binding upon Participant and his or her heirs, executors,
      administrators, successors and assigns.

     

    5.10  Notification
      of Disposition.  If this Option is designated as an Incentive
      Stock Option, Participant shall give prompt notice to the Company of any
      disposition or other transfer of any shares of Stock acquired under this
      Agreement if such disposition or transfer is made (a) within two years from
      the
      Grant Date with respect to such shares of Stock or (b) within one year after
      the
      transfer of such shares of Stock to the Participant.  Such notice
      shall specify the date of such disposition or other transfer and the amount
      realized, in cash, other property, assumption of indebtedness or other
      consideration, by Participant in such disposition or other
      transfer.

     

    5.11  Limitations
      Applicable to Section 16 Persons.  Notwithstanding any other
      provision of the Plan or this Agreement, if Participant is subject to Section
      16
      of the Exchange Act, the Plan, the Option and this Agreement shall be subject
      to
      any additional limitations set forth in any applicable exemptive rule under
      Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the
      Exchange Act) that are requirements for the application of such exemptive
      rule.  To the extent permitted by applicable law, this Agreement shall
      be deemed amended to the extent necessary to conform to such applicable
      exemptive rule.

     

    5.12  Not
      a
      Contract of Employment.  Nothing in this Agreement or in the Plan
      shall confer upon the Participant any right to continue to serve as an employee
      or other service provider of the Company or any of its
      Subsidiaries.

     

    5.13  Entire
      Agreement.  The Plan, the Grant Notice and this Agreement
      (including all Exhibits thereto) constitute the entire agreement of the parties
      and supersede in their entirety all prior undertakings and agreements of the
      Company and Participant with respect to the subject matter hereof.

     

    5.14  Section
      409A.  Notwithstanding any other provision of the Plan,
      this Agreement or the Grant Notice, the Plan, this Agreement and
      the Grant Notice shall be interpreted in accordance with, and incorporate
      the terms and conditions required by, Section 409A of the U.S. Internal Revenue
      Code of 1986, as amended (together with any Department of Treasury regulations
      and other interpretive guidance issued thereunder, including without limitation
      any such regulations or other guidance that may be issued after the date hereof,
      “Section 409A”).  The Committee may, in its
      discretion, adopt such amendments to the Plan, this Agreement or
      the Grant Notice or adopt other policies and procedures (including
      amendments, policies and procedures with retroactive effect), or take any other
      actions, as the Committee determines are necessary or appropriate to comply
      with
      the requirements of Section 409A.