OF THIS COMPENSATION INCOME AT THE TIME OF
EXERCISE, AND MAY REFUSE TO HONOR THE EXERCISE AND REFUSE TO DELIVER SHARES IF
SUCH WITHHOLDING AMOUNTS ARE NOT DELIVERED AT THE TIME OF EXERCISE.
(B)
DISPOSITION OF SHARES.
IN THE CASE OF A
NON-QUALIFIED STOCK OPTION, IF SHARES ARE HELD FOR MORE THAN ONE YEAR, ANY GAIN
REALIZED ON DISPOSITION OF THE SHARES WILL BE TREATED AS LONG-TERM CAPITAL GAIN
FOR FEDERAL INCOME TAX PURPOSES.
11.
ENTIRE AGREEMENT: GOVERNING LAW.
THE
NOTICE, THE PLAN AND THIS OPTION AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT OF
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE IN THEIR
ENTIRETY ALL PRIOR UNDERTAKINGS AND AGREEMENTS OF THE COMPANY AND THE GRANTEE
WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE MODIFIED ADVERSELY TO
THE GRANTEE'S INTEREST EXCEPT BY MEANS OF A WRITING SIGNED BY THE COMPANY AND
THE GRANTEE.
NOTHING IN THE NOTICE, THE PLAN AND THIS OPTION AGREEMENT (EXCEPT
AS EXPRESSLY PROVIDED THEREIN) IS INTENDED TO CONFER ANY RIGHTS OR REMEDIES ON
ANY PERSONS OTHER THAN THE PARTIES.
THE NOTICE, THE PLAN AND THIS OPTION
AGREEMENT ARE TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULE
THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
INTERNAL LAWS OF THE STATE OF CALIFORNIA TO THE RIGHTS AND DUTIES OF THE
PARTIES.
SHOULD ANY PROVISION OF THE NOTICE, THE PLAN OR THIS OPTION AGREEMENT
BE DETERMINED TO BE ILLEGAL OR UNENFORCEABLE, SUCH PROVISION SHALL BE ENFORCED
TO THE FULLEST EXTENT ALLOWED BY LAW AND THE OTHER PROVISIONS SHALL NEVERTHELESS
REMAIN EFFECTIVE AND SHALL REMAIN ENFORCEABLE.
12.
CONSTRUCTION.
THE CAPTIONS USED IN THE
NOTICE AND THIS OPTION AGREEMENT ARE INSERTED FOR CONVENIENCE AND SHALL NOT BE
DEEMED A PART OF THE OPTION FOR CONSTRUCTION OR INTERPRETATION.
EXCEPT WHEN
OTHERWISE INDICATED BY THE CONTEXT, THE SINGULAR SHALL INCLUDE THE PLURAL AND
THE PLURAL SHALL INCLUDE THE SINGULAR.
USE OF THE TERM "OR" IS NOT INTENDED TO
BE EXCLUSIVE, UNLESS THE CONTEXT CLEARLY REQUIRES OTHERWISE.
13.
ADMINISTRATION AND INTERPRETATION.
ANY
QUESTION OR DISPUTE REGARDING THE ADMINISTRATION OR INTERPRETATION OF THE
NOTICE, THE PLAN OR THIS OPTION AGREEMENT SHALL BE SUBMITTED BY THE GRANTEE OR
BY THE COMPANY TO THE ADMINISTRATOR.
THE RESOLUTION OF SUCH QUESTION OR DISPUTE
BY THE ADMINISTRATOR SHALL BE FINAL AND BINDING ON ALL PERSONS.
14.
VENUE AND WAIVER OF JURY TRIAL.
THE
COMPANY, THE GRANTEE, AND THE GRANTEE'S ASSIGNEES PURSUANT TO SECTION 8 (THE
"PARTIES") AGREE THAT ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING
TO THE NOTICE, THE PLAN OR THIS OPTION AGREEMENT SHALL BE BROUGHT IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA (OR SHOULD SUCH
COURT LACK JURISDICTION TO HEAR SUCH ACTION, SUIT OR PROCEEDING, IN A CALIFORNIA
STATE COURT IN THE COUNTY OF SAN DIEGO) AND THAT THE PARTIES SHALL SUBMIT TO THE
JURISDICTION OF SUCH COURT.
THE PARTIES IRREVOCABLY