MADE FOR DIVIDENDS OR
OTHER RIGHTS AS A STOCKHOLDER AS TO WHICH THE RECORD DATE IS PRIOR TO SUCH DATE
OF DELIVERY.
14.
NO GUARANTEE OF CONTINUED EMPLOYMENT.
NOTHING CONTAINED IN THIS AGREEMENT
OR THE PLAN CONSTITUTES AN EMPLOYMENT OR SERVICE COMMITMENT BY THE COMPANY,
AFFECTS THE OPTIONEE'S STATUS AS AN EMPLOYEE AT WILL WHO IS SUBJECT TO
TERMINATION WITHOUT CAUSE, CONFERS UPON THE OPTIONEE ANY RIGHT TO REMAIN
EMPLOYED BY THE COMPANY, INTERFERES IN ANY WAY WITH THE RIGHT OF THE COMPANY AT
ANY TIME TO TERMINATE SUCH EMPLOYMENT, OR AFFECTS THE RIGHT OF THE COMPANY TO
INCREASE OR DECREASE THE OPTIONEE'S OTHER COMPENSATION OR BENEFITS.
NOTHING IN
THIS SECTION 14, HOWEVER, IS INTENDED TO ADVERSELY AFFECT ANY INDEPENDENT
CONTRACTUAL RIGHT OF THE OPTIONEE WITHOUT HIS OR HER CONSENT THERETO.
EMPLOYMENT FOR ANY PERIOD OF TIME (INCLUDING A SUBSTANTIAL PERIOD OF TIME) AFTER
THE AWARD DATE WILL NOT ENTITLE THE OPTIONEE TO ANY PROPORTIONATE VESTING OR
AVOID OR MITIGATE A TERMINATION OF RIGHTS AND BENEFITS UPON OR FOLLOWING A
TERMINATION OF EMPLOYMENT IF THE EXPRESS CONDITIONS TO VESTING PURSUANT TO
SECTION 1 OR 6 HAVE NOT BEEN SATISFIED.
15.
NON-TRANSFERABILITY OF OPTION.
THE OPTION AND ANY OTHER RIGHTS OF THE
OPTIONEE UNDER THIS AGREEMENT OR THE PLAN ARE NONTRANSFERABLE EXCEPT AS PROVIDED
IN SECTION 1.8 OF THE PLAN.
16.
NOTICES.
ANY NOTICE TO BE GIVEN UNDER THE TERMS OF THIS AGREEMENT SHALL
BE IN WRITING AND ADDRESSED TO THE CORPORATION AT ITS PRINCIPAL OFFICE LOCATED
AT 401 WILSHIRE BOULEVARD, SUITE 700, SANTA MONICA, CALIFORNIA 90401, TO THE
ATTENTION OF THE CORPORATE SECRETARY AND TO THE OPTIONEE AT THE ADDRESS GIVEN
BENEATH THE OPTIONEE'S SIGNATURE HERETO, OR AT SUCH OTHER ADDRESS AS EITHER
PARTY MAY HEREAFTER DESIGNATE IN WRITING TO THE OTHER.
17.
EFFECT OF AWARD AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF ANY SUCCESSOR OR SUCCESSORS OF THE CORPORATION, EXCEPT TO THE
EXTENT THE COMMITTEE DETERMINES OTHERWISE.
18.
ENTIRE AGREEMENT; GOVERNING LAW.
THE PLAN IS INCORPORATED HEREIN BY
REFERENCE.
[SUBJECT TO SECTION 20 BELOW,] THE PLAN AND THIS AGREEMENT
CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE IN THEIR ENTIRETY ALL PRIOR UNDERTAKINGS AND
AGREEMENTS OF THE COMPANY AND THE OPTIONEE WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND MAY NOT BE MODIFIED ADVERSELY TO THE OPTIONEE'S INTEREST EXCEPT BY
MEANS OF A WRITING SIGNED BY THE COMPANY AND THE OPTIONEE.
THE CONSTRUCTIVE
INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE OPTION
SHALL BE GOVERNED BY THE INTERNAL SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW
RULES, OF THE STATE OF MARYLAND.
7
19.
PLAN.
THE OPTION AND ALL RIGHTS OF THE OPTIONEE WITH RESPECT THERETO ARE
SUBJECT TO, AND THE OPTIONEE AGREES TO BE BOUND BY, ALL OF THE TERMS AND
CONDITIONS OF THE PROVISIONS OF THE PLAN, INCORPORATED HEREIN BY REFERENCE, TO
THE EXTENT SUCH PROVISIONS ARE APPLICABLE TO AWARDS GRANTED TO ELIGIBLE
PERSONS.
THE OPTIONEE ACKNOWLEDGES RECEIPT OF A COPY