REGISTERED IN HIS OR HER NAME.
NO ADJUSTMENT WILL BE MADE FOR
DIVIDENDS OR OTHER RIGHTS AS A STOCKHOLDER AS TO WHICH THE RECORD DATE IS PRIOR
TO SUCH DATE OF DELIVERY.
12.
NO GUARANTEE OF CONTINUED EMPLOYMENT.
NOTHING CONTAINED IN THIS AGREEMENT
OR THE PLAN CONSTITUTES AN EMPLOYMENT OR SERVICE COMMITMENT BY THE COMPANY,
AFFECTS THE GRANTEE'S STATUS AS AN EMPLOYEE AT WILL WHO IS SUBJECT TO
TERMINATION WITHOUT CAUSE, CONFERS UPON THE GRANTEE 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 GRANTEE'S OTHER COMPENSATION OR BENEFITS.
NOTHING IN THIS
SECTION 12, HOWEVER, IS INTENDED TO ADVERSELY AFFECT ANY INDEPENDENT CONTRACTUAL
RIGHT OF THE GRANTEE 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 GRANTEE 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.
13.
NON-TRANSFERABILITY OF STOCK APPRECIATION RIGHT.
THE STOCK APPRECIATION
RIGHT AND ANY OTHER RIGHTS OF THE GRANTEE UNDER THIS AGREEMENT OR THE PLAN ARE
NONTRANSFERABLE EXCEPT AS PROVIDED IN SECTION 1.8 OF THE PLAN.
14.
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 GRANTEE AT THE ADDRESS GIVEN
BENEATH THE GRANTEE'S SIGNATURE HERETO, OR AT SUCH OTHER ADDRESS AS EITHER PARTY
MAY HEREAFTER DESIGNATE IN WRITING TO THE OTHER.
15.
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.
16.
ENTIRE AGREEMENT; GOVERNING LAW.
THE PLAN IS INCORPORATED HEREIN BY
REFERENCE.
[SUBJECT TO SECTION 18 BELOW,] THE PLAN AND THIS AGREEMENT
CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE IN
6
THEIR ENTIRETY ALL PRIOR UNDERTAKINGS AND AGREEMENTS OF THE COMPANY AND THE
GRANTEE WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE MODIFIED
ADVERSELY TO THE GRANTEE'S INTEREST EXCEPT BY MEANS OF A WRITING SIGNED BY THE
COMPANY AND THE GRANTEE.
THE CONSTRUCTIVE INTERPRETATION, PERFORMANCE AND
ENFORCEMENT OF THIS AGREEMENT AND THE STOCK APPRECIATION RIGHT SHALL BE GOVERNED
BY THE INTERNAL SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE
OF MARYLAND.
17.
PLAN.
THE STOCK APPRECIATION RIGHT AND ALL RIGHTS OF THE GRANTEE WITH
RESPECT THERETO ARE SUBJECT TO, AND THE GRANTEE AGREES TO BE BOUND BY, ALL OF
THE TERMS AND CONDITIONS OF THE PROVISIONS OF THE PLAN, INCORPORATED HEREIN BY
REFERENCE, TO THE