CARRY OUT THE PROVISIONS OF THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO ALL ACTS AND DOCUMENTS RELATED TO COMPLIANCE WITH FEDERAL AND/OR
STATE SECURITIES LAWS.
10.
COUNTERPARTS.
FOR CONVENIENCE, THIS AGREEMENT
MAY BE EXECUTED IN ANY NUMBER OF IDENTICAL COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED A COMPLETE ORIGINAL IN ITSELF AND MAY BE INTRODUCED IN EVIDENCE OR USED
FOR ANY OTHER PURPOSES WITHOUT THE PRODUCTION OF ANY OTHER COUNTERPARTS.
11.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH SECTION 10 OF THE PLAN.
12.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE PLAN, SETS FORTH THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH
REFERENCE TO THE SUBJECT MATTER HEREOF, AND THERE ARE NO AGREEMENTS,
UNDERSTANDINGS, WARRANTIES, OR REPRESENTATIONS, WRITTEN, EXPRESS, OR IMPLIED,
BETWEEN THEM WITH RESPECT TO THE AWARD OTHER THAN AS SET FORTH HEREIN OR
THEREIN, ALL PRIOR AGREEMENTS, PROMISES, REPRESENTATIONS AND UNDERSTANDINGS
RELATIVE THERETO BEING HEREIN MERGED.
13.
AMENDMENT; WAIVER.
THIS AGREEMENT MAY BE
AMENDED, MODIFIED, SUPERSEDED, CANCELED, RENEWED OR EXTENDED AND THE TERMS OR
COVENANTS HEREOF MAY BE WAIVED ONLY BY A WRITTEN INSTRUMENT EXECUTED BY THE
PARTIES HERETO OR, IN THE CASE OF A WAIVER, BY THE PARTY WAIVING COMPLIANCE.
ANY SUCH WRITTEN INSTRUMENT MUST BE APPROVED BY THE COMMITTEE TO BE EFFECTIVE AS
AGAINST THE COMPANY.
THE FAILURE OF ANY PARTY AT ANY TIME OR TIMES TO REQUIRE
PERFORMANCE OF ANY PROVISION HEREOF SHALL IN NO MANNER AFFECT THE RIGHT AT A
LATER TIME TO ENFORCE THE SAME.
NO WAIVER BY ANY PARTY OF THE BREACH OF ANY
TERM OR PROVISION CONTAINED IN THIS AGREEMENT, WHETHER BY CONDUCT OR OTHERWISE,
IN ANY ONE OR MORE INSTANCES, SHALL BE DEEMED TO BE, OR CONSTRUED AS, A FURTHER
OR CONTINUING WAIVER OF ANY SUCH BREACH, OR A WAIVER OF THE BREACH OF ANY OTHER
TERM OR COVENANT CONTAINED IN THIS AGREEMENT.
14.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT
THAT IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
15.
APPLICATION OF SECTION 409A.
THIS AGREEMENT
IS INTENDED TO COMPLY WITH THE APPLICABLE REQUIREMENTS OF SECTION 409A OF THE
CODE AND THE REGULATIONS PROMULGATED THEREUNDER, AND SHALL BE ADMINISTERED IN
ACCORDANCE WITH SECTION 409A OF THE CODE.
NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY, PAYMENTS MADE UNDER THIS AGREEMENT MAY ONLY BE MADE
IN A MANNER AND UPON AN EVENT PERMITTED BY SECTION 409A OF THE
5
CODE AND ALL PAYMENTS TO BE MADE UPON A TERMINATION OF EMPLOYMENT UNDER THIS
AGREEMENT MAY ONLY BE MADE UPON A "SEPARATION FROM SERVICE" (WITHIN THE MEANING
OF SUCH TERM UNDER SECTION 409A OF THE CODE).
TO THE EXTENT THAT ANY PROVISION
OF THIS AGREEMENT WOULD CAUSE A CONFLICT WITH THE REQUIREMENTS OF SECTION 409A
OF THE CODE, OR WOULD CAUSE THE ADMINISTRATION OF THIS