CONTRACT. NOTHING CONTAINED IN THIS AGREEMENT SHALL
CONFER UPON THE OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUANCE OF EMPLOYMENT BY
THE COMPANY AND ITS SUBSIDIARIES, NOR LIMIT OR AFFECT IN ANY MANNER THE RIGHT OF
THE COMPANY AND ITS SUBSIDIARIES TO TERMINATE THE EMPLOYMENT OR ADJUST THE
COMPENSATION OF THE OPTIONEE.
8.
TAXES AND WITHHOLDING. TO THE EXTENT THAT THE COMPANY SHALL BE
REQUIRED TO WITHHOLD ANY FEDERAL, STATE, LOCAL OR OTHER TAXES IN CONNECTION WITH
COMMON SHARES OBTAINED UPON THE EXERCISE OF THE OPTION RIGHT, AND THE AMOUNTS
AVAILABLE TO THE COMPANY FOR SUCH WITHHOLDING ARE INSUFFICIENT, IT SHALL BE A
CONDITION TO THE DELIVERY OF SUCH COMMON SHARES THAT THE OPTIONEE SHALL PAY SUCH
TAXES OR MAKE PROVISIONS THAT ARE SATISFACTORY TO THE COMPANY FOR THE PAYMENT
THEREOF. THE OPTIONEE MAY ELECT TO SATISFY ALL OR ANY PART OF ANY SUCH
WITHHOLDING OBLIGATION BY SURRENDERING TO THE COMPANY A PORTION OF THE COMMON
SHARES THAT ARE DELIVERED TO THE OPTIONEE UPON THE EXERCISE OF THE OPTION RIGHT,
AND THE COMMON SHARES SO SURRENDERED BY THE OPTIONEE SHALL BE CREDITED AGAINST
ANY SUCH WITHHOLDING OBLIGATION AT THE MARKET VALUE PER SHARE OF SUCH SHARES ON
THE DATE OF SUCH SURRENDER.
9.
ADJUSTMENTS. THE COMMITTEE MAY MAKE OR PROVIDE FOR SUCH
ADJUSTMENTS IN THE OPTION PRICE AND IN THE NUMBER AND KIND OF SHARES OF STOCK
COVERED BY THIS AGREEMENT, AS THE COMMITTEE, IN ITS SOLE DISCRETION, EXERCISED
IN GOOD FAITH, MAY DETERMINE IS EQUITABLY REQUIRED TO PREVENT DILUTION OR
ENLARGEMENT OF THE OPTIONEE'S RIGHTS THAT OTHERWISE WOULD RESULT FROM (A) ANY
STOCK DIVIDEND, STOCK SPLIT, COMBINATION OF SHARES, RECAPITALIZATION, OR OTHER
CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY, (B) ANY MERGER, CONSOLIDATION,
SPIN-OFF, SPLIT-OFF, SPIN-OUT, SPLIT-UP, REORGANIZATION, PARTIAL OR COMPLETE
LIQUIDATION, OR OTHER DISTRIBUTION OF ASSETS (INCLUDING, WITHOUT
2
LIMITATION, A SPECIAL OR LARGE NON-RECURRING DIVIDEND) OR ISSUANCE OF RIGHTS OR
WARRANTS TO PURCHASE SECURITIES, OR (C) ANY OTHER CORPORATE TRANSACTION OR EVENT
HAVING AN EFFECT SIMILAR TO ANY OF THE FOREGOING. IN THE EVENT OF ANY SUCH
TRANSACTION OR EVENT, THE COMMITTEE, IN ITS DISCRETION, MAY PROVIDE IN
SUBSTITUTION FOR THE COMMON SHARES SUCH ALTERNATIVE CONSIDERATION AS IT MAY
DETERMINE TO BE EQUITABLE IN THE CIRCUMSTANCES AND MAY REQUIRE IN CONNECTION
THEREWITH THE SURRENDER OF THE COMMON SHARES.
10.
AMENDMENTS. SUBJECT TO THE TERMS OF THE PROGRAM, THE COMMITTEE MAY
MODIFY THIS AGREEMENT UPON WRITTEN NOTICE TO THE OPTIONEE. ANY AMENDMENT TO THE
PROGRAM SHALL BE DEEMED TO BE AN AMENDMENT TO THIS AGREEMENT TO THE EXTENT THAT
THE AMENDMENT IS APPLICABLE HERETO.
11.
SEVERABILITY. IN THE EVENT THAT ONE OR MORE OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE INVALIDATED FOR ANY REASON BY A COURT OF COMPETENT
JURISDICTION, ANY PROVISION SO INVALIDATED SHALL BE DEEMED TO BE SEPARABLE FROM
THE OTHER PROVISIONS HEREOF, AND THE REMAINING PROVISIONS HEREOF SHALL CONTINUE
TO BE VALID AND FULLY ENFORCEABLE.
12.
RELATION TO PROGRAM. THE OPTION RIGHT GRANTED UNDER THIS AGREEMENT
AND ALL THE TERMS AND CONDITIONS HEREOF