(b) Appointment of Committees. To the extent permitted by applicable law, the Boardmay delegate any or all of its powers under the Plan to one or more committees or subcommittees ofthe Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or aCommittee of the Board to the extent that the Board’s powers or authority under the Plan have beendelegated to such Committee.     (c) Delegation to Officers. To the extent permitted by applicable law, the Board maydelegate to one or more officers of the Company the power to grant Awards to employees or officersof the Company or any of its present or future subsidiary corporations and to exercise such otherpowers under the Plan as the Board may determine, provided that the Board shall fix the terms ofthe Awards to be granted by such officers (including the exercise price of such Awards, which mayinclude a formula by which the exercise price will be determined) and the maximum number of sharessubject to Awards that the officers may grant; provided further, however, that no officer shall beauthorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 underthe Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of theCompany (as defined by Rule 16a-1 under the Exchange Act).4. Stock Available for Awards     (a) Number of Shares. Subject to adjustment under Section 9, Awards may be made underthe Plan for up to 4,150,000 shares of common stock, $0.001 par value per share, of the Company(the “Common Stock”). If any Award expires or is terminated, surrendered or canceled withouthaving been fully exercised or is forfeited in whole or in part (including as the result of sharesof Common Stock subject to such Award being repurchased by the Company at the original issuanceprice pursuant to a contractual repurchase right) or results in any Common Stock not being issued,the unused Common Stock covered by such Award shall again be available for the grant of Awardsunder the Plan, subject, however, in the case of Incentive Stock Options (as hereinafter defined),to any limitations under the Code. Shares issued under the Plan may consist in whole or in part ofauthorized but unissued shares or treasury shares.     (b) Sub-limits. Subject to adjustment under Section 9, the following sub-limits onthe number of shares subject to Awards shall apply:          (1) Section 162(m) Per-Participant Limit. The maximum number of shares of CommonStock with respect to which Awards may be granted to any Participant under the Plan in any calendaryear shall be 500,000 per calendar year. For purposes of the foregoing limit, the combination ofan Option in tandem with an SAR (as each is hereafter defined) shall be treated as a single Award.The per-Participant limit described in this Section 4(b)(1) shall be construed and appliedconsistently with Section 162(m) of the Code or any successor provision thereto, and theregulations thereunder (“Section 162(m)”).          (2) Limit on Awards that Vest Based Upon the Passage of Time Alone. The maximumnumber of shares of Common Stock with respect to which Restricted Stock Awards
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and Other Stock Unit Awards (as defined in Section 8) that either require no purchase by theParticipant or vest on the basis of the passage of time alone may be granted shall be 1,500,000.5. Stock Options     (a) General. The Board may grant options to purchase Common Stock (each, an “Option”)and determine the number of shares of Common Stock to be covered by each Option, the exercise priceof each Option and the conditions and limitations applicable to the exercise of each Option,including conditions relating to applicable federal or state securities laws, as it considersnecessary or advisable. An Option which is not intended to be an Incentive Stock Option (ashereinafter defined) shall be designated a “Nonstatutory Stock Option”.     (b) Incentive Stock Options. An Option that the Board intends to be an “incentivestock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only begranted to employees of Penwest Pharmaceuticals Co., any of Penwest Pharmaceutical Co.’s present orfuture parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and anyother entities the employees of which are eligible to receive Incentive Stock Options under theCode, and shall be subject to and shall be construed consistently with the requirements of Section422 of the Code. The Company shall have no liability to a Participant, or any other party, if anOption (or any part thereof) that is intended to be an Incentive Stock Option is not an IncentiveStock Option or for any action taken by the Board pursuant to Section 10(f), including withoutlimitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.     (c) Exercise Price. The Board shall establish the exercise price at the time eachOption is granted and specify such exercise price in the applicable option agreement; provided,however, that the exercise price shall be not less than 100% of the Fair Market Value (as definedin Section 5(h)(3) below) at the time the Option is granted.     (d) Duration of Options. Each Option shall be exercisable at such times and subjectto such terms and conditions as the Board may specify in the applicable option agreement; provided,however, that no Option will be granted for a term in excess of 10 years.     (e) Limitation on Repricing. Unless such action is approved by the Company’sshareholders: (1) no outstanding Option granted under the Plan may be amended to provide anexercise price per share that is lower than the then-current exercise price per share of suchoutstanding Option (other than adjustments pursuant to Section 9) and (2) the Board may not cancelany outstanding Option (whether or not granted under the Plan) and grant in substitution therefornew Awards under the Plan covering the same or a different number of shares of Common Stock andhaving an exercise price per share lower than the then-current exercise price per share of thecancelled Option.     (f) No Reload Rights. No Option granted under the Plan shall contain any provisionentitling the optionee to the automatic grant of additional Options in connection with any exerciseof the original Option.
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     (g) Exercise of Option. Options may be exercised by delivery to the Company of awritten notice of exercise signed by the proper person or by any other form of notice (includingelectronic notice) approved by the Board together with payment in full as specified in Section 5(h)for the number of shares for which the Option is exercised. Shares of Common Stock subject to theOption will be delivered by the Company following exercise either as soon as practicable or,subject to such conditions as the Board shall specify, on a deferred basis (with the Company’sobligation to be evidenced by an instrument providing for future delivery of the deferred shares atthe time or times specified by the Board).     (h) Payment Upon Exercise. Common Stock purchased upon the exercise of an Optiongranted under the Plan shall be paid for as follows:          (1) in cash, by wire transfer to the Company, by bank transfer to the Company or by check,payable to the order of the Company;          (2) if provided by the Board in an option agreement, by (i) delivery of an irrevocable andunconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficientfunds to pay the exercise price and any required tax withholding or (ii) delivery by theParticipant to the Company of a copy of irrevocable and unconditional instructions to acreditworthy broker to deliver promptly to the Company cash or a check sufficient to pay theexercise price and any required tax withholding;          (3) if provided by the Board and for so long as the Common Stock is registered under theSecurities Exchange Act of 1934 (the “Exchange Act”), by delivery of shares of Common Stock ownedby the Participant valued at their fair market value as determined by (or in a manner approved by)the Board (“Fair Market Value”), provided (i) such method of payment is then permitted underapplicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by theParticipant for such minimum period of time, if any, as may be established by the Board in itsdiscretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilledvesting or other similar requirements;          (4) to the extent permitted by applicable law and by the Board, by (i) delivery of apromissory note of the Participant to the Company on terms determined by the Board, or (ii) paymentof such other lawful consideration as the Board may determine; or          (5) by any combination of the above permitted forms of payment.     (i) Substitute Options. In connection with a merger or consolidation of an entitywith the Company or the acquisition by the Company of property or stock of an entity, the Board maygrant Options in substitution for any options or other stock or stock-based awards granted by suchentity or an affiliate thereof. Substitute Options may be granted on such terms as the Board deemsappropriate in the circumstances, notwithstanding any limitations on Options contained in the othersections of this Section 5 or in Section 2.
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6. Stock Appreciation Rights     (a) General. A Stock Appreciation Right, or SAR, is an Award entitling the holder,upon exercise, to receive an amount in Common Stock determined by reference to appreciation, fromand after the date of grant, in the fair market value of a share of Common Stock. The date as ofwhich such appreciation or other measure is determined shall be the exercise date.     (b) Grants. Stock Appreciation Rights may be granted in tandem with, or independentlyof, Options granted under the Plan.          (1) Tandem Awards*.*When Stock Appreciation Rights are expressly granted in tandemwith Options, (i) the Stock Appreciation Right will be exercisable only at such time or times, andto the extent, that the related Option is exercisable (except to the extent designated by the Boardin connection with a Reorganization Event) and will be exercisable in accordance with the procedurerequired for exercise of the related Option; (ii) the Stock Appreciation Right will terminate andno longer be exercisable upon the termination or exercise of the related Option, except to theextent designated by the Board in connection with a Reorganization Event and except that a StockAppreciation Right granted with respect to less than the full number of shares covered by an Optionwill not be reduced until the number of shares as to which the related Option has been exercised orhas terminated exceeds the number of shares not covered by the Stock Appreciation Right; (iii) theOption will terminate and no longer be exercisable upon the exercise of the related StockAppreciation Right; and (iv) the Stock Appreciation Right will be transferable only with therelated Option.          (2) Independent SARs*.*A Stock Appreciation Right not expressly granted in tandem withan Option will become exercisable at such time or times, and on such conditions, as the Board mayspecify in the SAR Award.     (c) Exercise. Stock Appreciation Rights may be exercised by delivery to the Companyof a written notice of exercise signed by the proper person or by any other form of notice(including electronic notice) approved by the Board, together with any other documents required bythe Board.     (d) Duration of SARs. Each SAR shall be exercisable at such times and subject to suchterms and conditions as the Board may specify in the applicable agreement; provided, however, thatno SAR will be granted for a term in excess of 10 years.     (e) Limitation on Repricing*.*Unless such action is approved by the Company’sshareholders: (1) no outstanding SAR granted under the Plan may be amended to provide an exerciseprice per share that is lower than the then-current exercise price per share of such outstandingSAR (other than adjustments pursuant to Section 9) and (2) the Board may not cancel any outstandingSAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under thePlan covering the same or a different number of shares of Common Stock and having an exercise priceper share lower than the then-current exercise price per share of the cancelled SAR.
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7. Restricted Stock; Restricted Stock Units     (a) General. The Board may grant Awards entitling recipients to acquire shares ofCommon Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part ofsuch shares at their issue price or other stated or formula price (or to require forfeiture of suchshares if issued at no cost) from the recipient in the event that conditions specified by the Boardin the applicable Award are not satisfied prior to the end of the applicable restriction period orperiods established by the Board for such Award. Instead of granting Awards for Restricted Stock,the Board may grant Awards entitling the recipient to receive shares of Common Stock to bedelivered at the time such shares of Common Stock vest (“Restricted Stock Units”) (Restricted Stockand Restricted Stock Units are each referred to herein as a “Restricted Stock Award”).     (b) Terms and Conditions. The Board shall determine the terms and conditions of aRestricted Stock Award, including the conditions for repurchase (or forfeiture) and the issueprice, if any.     (c) Stock Certificates. Any stock certificates issued in respect of a RestrictedStock Award shall be registered in the name of the Participant and, if determined by the Board,deposited by the Participant, together with a stock power endorsed in blank, with the Company (orits designee). At the expiration of the applicable restriction periods, the Company (or suchdesignee) shall deliver the certificates no longer subject to such restrictions to the Participantor if the Participant has died, to the beneficiary designated, in a manner determined by the Board,by a Participant to receive amounts due or exercise rights of the Participant in the event of theParticipant’s death (the “Designated Beneficiary”). In the absence of an effective designation bya Participant, “Designated Beneficiary” shall mean the Participant’s estate.8. Other Stock-Based Awards     Other Awards of shares of Common Stock, and other Awards that are valued in whole or in partby reference to, or are otherwise based on, shares of Common Stock or other property, may begranted hereunder to Participants (“Other Stock Unit Awards”), including without limitation Awardsentitling recipients to receive shares of Common Stock to be delivered in the future. Such OtherStock Unit Awards shall also be available as a form of payment in the settlement of other Awardsgranted under the Plan or as payment in lieu of compensation to which a Participant is otherwiseentitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as the Boardshall determine. Subject to the provisions of the Plan, the Board shall determine the conditionsof each Other Stock Unit Awards, including any purchase price applicable thereto.9. Adjustments for Changes in Common Stock and Certain Other Events     (a) Changes in Capitalization. In the event of any stock split, reverse stock split,stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off orother
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similar change in capitalization or event, or any distribution to holders of Common Stockother than an ordinary cash dividend, (i) the number and class of securities available under thisPlan, (ii) the sub-limits set forth in Section 4(b), (iii) the number and class of securities andexercise price per share of each outstanding Option, (iv) the share- and per-share provisions ofeach Stock Appreciation Right, (v) the repurchase price per share subject to each outstandingRestricted Stock Award and (vi) the share- and per-share-related provisions of each outstandingOther Stock Unit Award, shall be appropriately adjusted by the Company (or substituted Awards maybe made, if applicable) to the extent determined by the Board.     (b) Reorganization Events.          (1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidationof the Company with or into another entity as a result of which all of the Common Stock of theCompany is converted into or exchanged for the right to receive cash, securities or other propertyor is cancelled, (b) any exchange of all of the Common Stock of the Company for cash, securities orother property pursuant to a share exchange transaction or (c) any liquidation or dissolution ofthe Company.          (2) Consequences of a Reorganization Event on Awards Other than Restricted StockAwards. In connection with a Reorganization Event, the Board shall take any one or more of thefollowing actions as to all or any outstanding Awards on such terms as the Board determines: (i)provide that Awards shall be assumed, or substantially equivalent Awards shall be substituted, bythe acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to aParticipant, provide that the Participant’s unexercised Options or other unexercised Awards shallbecome exercisable in full and will terminate immediately prior to the consummation of suchReorganization Event unless exercised by the Participant within a specified period following thedate of such notice, (iii) provide that outstanding Awards shall become realizable or deliverable,or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon suchReorganization Event, (iv) in the event of a Reorganization Event under the terms of which holdersof Common Stock will receive upon consummation thereof a cash payment for each share surrendered inthe Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to aParticipant equal to (A) the Acquisition Price times the number of shares of Common Stock subjectto the Participant’s Options or other Awards (to the extent the exercise price does not exceed theAcquisition Price) minus (B) the aggregate exercise price of all such outstanding Options or otherAwards, in exchange for the termination of such Options or other Awards, (v) provide that, inconnection with a liquidation or dissolution of the Company, Awards shall convert into the right toreceive liquidation proceeds (if applicable, net of the exercise price thereof) and (vi) anycombination of the foregoing.          For purposes of clause (i) above, an Option shall be considered assumed if, followingconsummation of the Reorganization Event, the Option confers the right to purchase, for each shareof Common Stock subject to the Option immediately prior to the consummation of the ReorganizationEvent, the consideration (whether cash, securities or other property) received as a result of theReorganization Event by holders of Common Stock for each share of Common
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Stock held immediately prior to the consummation of the Reorganization Event (and if holderswere offered a choice of consideration, the type of consideration chosen by the holders of amajority of the outstanding shares of Common Stock); provided, however, that if the considerationreceived as a result of the Reorganization Event is not solely common stock of the acquiring orsucceeding corporation (or an affiliate thereof), the Company may, with the consent of theacquiring or succeeding corporation, provide for the consideration to be received upon the exerciseof Options to consist solely of common stock of the acquiring or succeeding corporation (or anaffiliate thereof) equivalent in value (as determined by the Board) to the per share considerationreceived by holders of outstanding shares of Common Stock as a result of the Reorganization Event.          (3) Consequences of a Reorganization Event on Restricted Stock Awards. Upon theoccurrence of a Reorganization Event other than a liquidation or dissolution of the Company, therepurchase and other rights of the Company under each outstanding Restricted Stock Award shallinure to the benefit of the Company’s successor and shall apply to the cash, securities or otherproperty which the Common Stock was converted into or exchanged for pursuant to such ReorganizationEvent in the same manner and to the same extent as they applied to the Common Stock subject to suchRestricted Stock Award. Upon the occurrence of a Reorganization Event involving the liquidation ordissolution of the Company, except to the extent specifically provided to the contrary in theinstrument evidencing any Restricted Stock Award or any other agreement between a Participant andthe Company, all restrictions and conditions on all Restricted Stock Awards then outstanding shallautomatically be deemed terminated or satisfied.10. General Provisions Applicable to Awards     (a) Transferability of Awards. Except as the Board may otherwise determine or providein an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered bythe person to whom they are granted, either voluntarily or by operation of law, except by will orthe laws of descent and distribution or, other than in the case of an Incentive Stock Option,pursuant to a qualified domestic relations order, and, during the life of the Participant, shall beexercisable only by the Participant. References to a Participant, to the extent relevant in thecontext, shall include references to authorized transferees.     (b) Documentation. Each Award shall be evidenced in such form (written, electronic orotherwise) as the Board shall determine. Each Award may contain terms and conditions in additionto those set forth in the Plan.     (c) Board Discretion. Except as otherwise provided by the Plan, each Award may bemade alone or in addition or in relation to any other Award. The terms of each Award need not beidentical, and the Board need not treat Participants uniformly.     (d) Termination of Status. The Board shall determine the effect on an Award of thedisability, death, retirement, authorized leave of absence or other change in the employment orother status of a Participant and the extent to which, and the period during which, theParticipant,
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or the Participant’s legal representative, conservator, guardian or Designated Beneficiary,may exercise rights under the Award.     (e) Withholding. Each Participant shall pay to the Company, or make provisionsatisfactory to the Company for payment of, any taxes required by law to be withheld in connectionwith an Award to such Participant. Except as the Board may otherwise provide in an Award, for solong as the Common Stock is registered under the Exchange Act, Participants may satisfy such taxobligations in whole or in part by delivery of shares of Common Stock, including shares retainedfrom the Award creating the tax obligation, valued at their Fair Market Value; provided, however,except as otherwise provided by the Board, that the total tax withholding where stock is being usedto satisfy such tax obligations cannot exceed the Company’s minimum statutory withholdingobligations (based on minimum statutory withholding rates for federal and state tax purposes,including payroll taxes, that are applicable to such supplemental taxable income). Sharessurrendered to satisfy tax withholding requirements cannot be subject to any repurchase,forfeiture, unfulfilled vesting or other similar requirements. The Company may, to the extentpermitted by law, deduct any such tax obligations from any payment of any kind otherwise due to aParticipant.     (f) Amendment of Award. Except as otherwise provided in Section 5(e), the Board mayamend, modify or terminate any outstanding Award, including but not limited to, substitutingtherefor another Award of the same or a different type, changing the date of exercise orrealization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided thatthe Participant’s consent to such action shall be required unless the Board determines that theaction, taking into account any related action, would not materially and adversely affect theParticipant.     (g) Conditions on Delivery of Stock. The Company will not be obligated to deliver anyshares of Common Stock pursuant to the Plan or to remove restrictions from shares previouslydelivered under the Plan until (i) all conditions of the Award have been met or removed to thesatisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal mattersin connection with the issuance and delivery of such shares have been satisfied, including anyapplicable securities laws and any applicable stock exchange or stock market rules and regulations,and (iii) the Participant has executed and delivered to the Company such representations oragreements as the Company may consider appropriate to satisfy the requirements of any applicablelaws, rules or regulations.     (h) Acceleration. The Board may at any time provide that any Award shall becomeimmediately exercisable in full or in part, free of some or all restrictions or conditions, orotherwise realizable in full or in part, as the case may be.     (i) Performance Conditions.          (1) This Section 10(i) shall be administered by a Committee approved by the Board, all of themembers of which are “outside directors” as defined by Section 162(m) (the “Section 162(m)Committee”).
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          (2) Notwithstanding any other provision of the Plan, if the Section 162(m) Committeedetermines, at the time a Restricted Stock Award or Other Stock Unit Award is granted to aParticipant, that such Participant is, or may be as of the end of the tax year in which the Companywould claim a tax deduction in connection with such Award, a Covered Employee (as defined inSection 162(m)), then the Section 162(m) Committee may provide that this Section 10(i) isapplicable to such Award.          (3) If a Restricted Stock Award or Other Stock Unit Award is subject to this Section 10(i),then the lapsing of restrictions thereon and the distribution of cash or Shares pursuant thereto,as applicable, shall be subject to the achievement of one or more objective performance goalsestablished by the Section 162(m) Committee, which shall be based on the relative or absoluteattainment of specified levels of one or any combination of the following: (a) earnings per share,(b) return on average equity or average assets with respect to a pre-determined peer group, (c)earnings, (d) earnings growth, (e) revenues, (f) expenses, (g) stock price, (h) market share, (i)return on sales, assets, equity or investment, (j) regulatory compliance, (k) achievement ofbalance sheet or income statement objectives, (l) total shareholder return, (m) net operatingprofit after tax, (n) pre-tax or after-tax income, (o) cash flow, (p) achievement of research,development, clinical or regulatory milestones, (q) product sales and (r) business developmentactivities, and may be absolute in their terms or measured against or in relationship to othercompanies comparably, similarly or otherwise situated. Such performance goals may be adjusted toexclude any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions ofdiscontinued operations, (iii) the cumulative effects of changes in accounting principles, (iv) thewritedown of any asset, and (v) charges for restructuring and rationalization programs. Suchperformance goals: (i) may vary by Participant and may be different for different Awards; (ii) maybe particular to a Participant or the department, branch, line of business, subsidiary or otherunit in which the Participant works and may cover such period as may be specified by the Section162(m) Committee; and (iii) shall be set by the Section 162(m) Committee within the time periodprescribed by, and shall otherwise comply with the requirements of, Section 162(m).          (4) Notwithstanding any provision of the Plan, with respect to any Restricted Stock Award orOther Stock Unit Award that is subject to this Section 10(i), the Section 162(m) Committee mayadjust downwards, but not upwards, the cash or number of Shares payable pursuant to such Award, andthe Section 162(m) Committee may not waive the achievement of the applicable performance goalsexcept in the case of the death or disability of the Participant.          (5) The Section 162(m) Committee shall have the power to impose such other restrictions onAwards subject to this Section 10(i) as it may deem necessary or appropriate to ensure that suchAwards satisfy all requirements for “performance-based compensation” within the meaning of Section162(m)(4)(C) of the Code, or any successor provision thereto.11. Miscellaneous     (a) No Right To Employment or Other Status. No person shall have any claim or rightto be granted an Award, and the grant of an Award shall not be construed as giving a Participantthe
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right to continued employment or any other relationship with the Company. The Companyexpressly reserves the right at any time to dismiss or otherwise terminate its relationship with aParticipant free from any liability or claim under the Plan, except as expressly provided in theapplicable Award.     (b) No Rights As Shareholder. Subject to the provisions of the applicable Award, noParticipant or Designated Beneficiary shall have any rights as a shareholder with respect to anyshares of Common Stock to be distributed with respect to an Award until becoming the record holderof such shares. Notwithstanding the foregoing, in the event the Company effects a split of theCommon Stock by means of a stock dividend and the exercise price of and the number of sharessubject to such Option are adjusted as of the date of the distribution of the dividend (rather thanas of the record date for such dividend), then an optionee who exercises an Option between therecord date and the distribution date for such stock dividend shall be entitled to receive, on thedistribution date, the stock dividend with respect to the shares of Common Stock acquired upon suchOption exercise, notwithstanding the fact that such shares were not outstanding as of the close ofbusiness on the record date for such stock dividend.     (c) Effective Date and Term of Plan. The Plan shall become effective on the date onwhich it is adopted by the Board, but no Award may be granted unless and until the Plan has beenapproved by the Company’s shareholders. No Awards shall be granted under the Plan after thecompletion of 10 years from the earlier of (i) the date on which the Plan was adopted by the Boardor (ii) the date the Plan was approved by the Company’s shareholders, but Awards previously grantedmay extend beyond that date.     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or anyportion thereof at any time; provided that, to the extent determined by the Board, no amendmentrequiring shareholder approval under any applicable legal, regulatory or listing requirement shallbecome effective until such shareholder approval is obtained. No Award shall be made that isconditioned upon shareholder approval of any amendment to the Plan.     (e) Provisions for Foreign Participants. The Board may modify Awards or Optionsgranted to Participants who are foreign nationals or employed outside the United States orestablish subplans or procedures under the Plan to recognize differences in laws, rules,regulations or customs of such foreign jurisdictions with respect to tax, securities, currency,employee benefit or other matters.     (f) Compliance With Code Section 409A. No Award shall provide for deferral ofcompensation that does not comply with Section 409A of the Code, unless the Board, at the time ofgrant, specifically provides that the Award is not intended to comply with Section 409A of theCode.     (g) Governing Law. The provisions of the Plan and all Awards made hereunder shall begoverned by and interpreted in accordance with the laws of the State of Washington excludingchoice-of-law principles of the law of such state that would require the application of the laws ofa jurisdiction other than such state.
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