SHARES PURSUANT TO SECTION 3(B) IS CONDITIONED ON SATISFACTION OF ANY
APPLICABLE WITHHOLDING TAXES IN ACCORDANCE WITH SECTION 9(D) OF THE PLAN.
(B)
CONSENTS.
YOUR RIGHTS IN RESPECT OF THE OPTIONS ARE CONDITIONED ON THE
RECEIPT TO THE FULL SATISFACTION OF THE COMMITTEE OF ANY REQUIRED CONSENTS THAT
THE COMMITTEE MAY DETERMINE TO BE NECESSARY OR ADVISABLE (INCLUDING, WITHOUT
LIMITATION, YOUR CONSENTING TO THE COMPANY'S SUPPLYING TO ANY THIRD-PARTY
RECORDKEEPER OF THE PLAN SUCH PERSONAL INFORMATION AS THE COMMITTEE DEEMS
ADVISABLE TO ADMINISTER THE PLAN).
(C)
LEGENDS.
THE COMPANY MAY AFFIX TO CERTIFICATES FOR SHARES ISSUED PURSUANT
TO THIS AWARD AGREEMENT ANY LEGEND THAT THE COMMITTEE DETERMINES TO BE NECESSARY
OR ADVISABLE (INCLUDING TO REFLECT ANY RESTRICTIONS TO WHICH YOU MAY BE SUBJECT
UNDER ANY APPLICABLE SECURITIES LAWS).
THE COMPANY MAY ADVISE THE TRANSFER
AGENT TO PLACE A STOP ORDER AGAINST ANY LEGENDED SHARES.
SECTION 8.
SUCCESSORS AND ASSIGNS OF THE COMPANY.
THE TERMS AND CONDITIONS OF
THIS AWARD AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE
COMPANY AND ITS SUCCESSORS AND ASSIGNS.
SECTION 9.
COMMITTEE DISCRETION.
THE COMMITTEE SHALL HAVE FULL AND PLENARY
DISCRETION WITH RESPECT TO ANY ACTIONS TO BE TAKEN OR DETERMINATIONS TO BE MADE
IN CONNECTION WITH THIS AWARD AGREEMENT, AND ITS DETERMINATIONS SHALL BE FINAL,
BINDING AND CONCLUSIVE.
SECTION 10.
DISPUTE RESOLUTION.
(A)
JURISDICTION AND VENUE.
NOTWITHSTANDING
ANY PROVISION IN YOUR EMPLOYMENT AGREEMENT, YOU AND THE COMPANY IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF (I) THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF DELAWARE AND (II) THE COURTS OF THE STATE OF DELAWARE FOR THE
PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AWARD
AGREEMENT OR THE PLAN.
YOU AND THE COMPANY AGREE TO COMMENCE ANY SUCH ACTION,
SUIT OR PROCEEDING EITHER IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT
OF DELAWARE OR, IF SUCH SUIT, ACTION OR OTHER PROCEEDING MAY NOT BE BROUGHT IN
SUCH COURT FOR JURISDICTIONAL REASONS, IN THE COURTS OF THE STATE OF DELAWARE.
YOU AND THE COMPANY FURTHER AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE
OR DOCUMENT BY U.S. REGISTERED MAIL TO THE OTHER PARTY'S ADDRESS SET FORTH BELOW
SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN
DELAWARE WITH RESPECT TO ANY MATTERS TO WHICH YOU HAVE SUBMITTED TO JURISDICTION
IN THIS
3
SECTION 10(A).
YOU AND THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT
OF THIS AWARD AGREEMENT OR THE PLAN IN (A) THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF DELAWARE OR (B) THE COURTS OF THE STATE OF DELAWARE, AND HEREBY
AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(B)
WAIVER OF JURY TRIAL.
YOU AND THE COMPANY HEREBY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY