UNENFORCEABILITY WILL NOT BE CONSTRUED TO
HAVE ANY EFFECT ON, THE REMAINING PROVISIONS OF THIS AWARD AGREEMENT.
19.
MODIFICATIONS TO THE AGREEMENT.
THIS AWARD AGREEMENT CONSTITUTES
THE ENTIRE UNDERSTANDING OF THE PARTIES ON THE SUBJECTS COVERED.
PARTICIPANT
EXPRESSLY WARRANTS THAT HE OR SHE IS NOT ACCEPTING THIS AWARD AGREEMENT IN
RELIANCE ON ANY PROMISES, REPRESENTATIONS, OR INDUCEMENTS OTHER THAN THOSE
CONTAINED HEREIN.
MODIFICATIONS TO THIS AWARD AGREEMENT OR THE PLAN CAN BE MADE
ONLY IN AN EXPRESS WRITTEN CONTRACT EXECUTED BY A DULY AUTHORIZED OFFICER OF THE
COMPANY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PLAN OR THIS AWARD
AGREEMENT, THE COMPANY RESERVES THE RIGHT TO REVISE THIS AWARD AGREEMENT AS IT
DEEMS NECESSARY OR ADVISABLE, IN ITS SOLE DISCRETION AND WITHOUT THE CONSENT OF
PARTICIPANT, TO COMPLY WITH SECTION 409A OR TO OTHERWISE AVOID
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IMPOSITION OF ANY ADDITIONAL TAX OR INCOME RECOGNITION UNDER SECTION 409A IN
CONNECTION TO THIS AWARD OF PERFORMANCE UNITS.
20.
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.
BY ACCEPTING
THIS AWARD, PARTICIPANT EXPRESSLY WARRANTS THAT HE OR SHE HAS RECEIVED AN AWARD
OF PERFORMANCE UNITS UNDER THE PLAN, AND HAS RECEIVED, READ AND UNDERSTOOD A
DESCRIPTION OF THE PLAN.
PARTICIPANT UNDERSTANDS THAT THE PLAN IS DISCRETIONARY
IN NATURE AND MAY BE AMENDED, SUSPENDED OR TERMINATED BY THE COMPANY AT ANY
TIME.
21.
GOVERNING LAW.
THIS AWARD AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
FOR PURPOSES OF LITIGATING ANY DISPUTE THAT ARISES UNDER
THIS AWARD OF PERFORMANCE UNITS OR THIS AWARD AGREEMENT, THE PARTIES HEREBY
SUBMIT TO AND CONSENT TO THE JURISDICTION OF THE STATE OF CALIFORNIA, AND AGREE
THAT SUCH LITIGATION SHALL BE CONDUCTED IN THE COURTS OF ALAMEDA COUNTY,
CALIFORNIA, OR THE FEDERAL COURTS FOR THE UNITED STATES FOR THE NORTHERN
DISTRICT OF CALIFORNIA, AND NO OTHER COURTS, WHERE THIS AWARD OF PERFORMANCE
UNITS IS MADE AND/OR TO BE PERFORMED.
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APPENDIX B
PERFORMANCE MATRIX
[INSERT PERFORMANCE MATRIX]