EXCEPT WITH THE
CONSENT OF THE COMPENSATION COMMITTEE (THE "COMMITTEE"), THE OPTION RIGHT MAY
NOT BE SOLD, EXCHANGED, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF BY THE OPTIONEE; PROVIDED, HOWEVER, THAT THE OPTIONEE'S RIGHTS WITH
RESPECT TO SUCH OPTION RIGHT MAY BE TRANSFERRED BY WILL OR PURSUANT TO THE LAWS
OF DESCENT AND DISTRIBUTION.
7.
NO EMPLOYMENT 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.
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.
10.
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.
11.
RELATION TO PROGRAM.
THE OPTION RIGHT
GRANTED UNDER THIS AGREEMENT AND ALL THE TERMS AND CONDITIONS HEREOF ARE SUBJECT
TO THE TERMS AND CONDITIONS OF THE PROGRAM.
THIS AGREEMENT AND THE PROGRAM
CONTAIN THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER CONTAINED IN THIS AGREEMENT, AND SUPERSEDE ALL PRIOR
COMMUNICATIONS, REPRESENTATIONS AND NEGOTIATIONS IN RESPECT THERETO.
IN THE
EVENT OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE
PROGRAM, THE PROGRAM SHALL GOVERN.
CAPITALIZED TERMS USED HEREIN WITHOUT
DEFINITION SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROGRAM.
THE
COMMITTEE ACTING PURSUANT TO THE PROGRAM, AS CONSTITUTED
2
FROM TIME TO TIME, SHALL, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, HAVE
THE RIGHT TO DETERMINE ANY QUESTIONS WHICH ARISE IN CONNECTION WITH THE GRANT OR
EXERCISE OF THE OPTION RIGHT.
12.