IS ADVISED TO SEEK
APPROPRIATE PROFESSIONAL ADVICE AS TO HOW THE EXCHANGE CONTROL REGULATIONS APPLY
TO THE PARTICIPANT'S SPECIFIC SITUATION.
13.7
COUNTRY-SPECIFIC TERMS AND CONDITIONS.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS OPTION AGREEMENT TO THE CONTRARY, THE OPTION SHALL BE SUBJECT
TO THE SPECIFIC TERMS AND CONDITIONS, IF ANY, SET FORTH IN THE APPENDIX TO THIS
OPTION AGREEMENT WHICH ARE APPLICABLE TO THE PARTICIPANT'S COUNTRY OF RESIDENCE,
THE PROVISIONS OF WHICH ARE INCORPORATED IN AND CONSTITUTE PART OF THIS OPTION
AGREEMENT.
MOREOVER, IF THE PARTICIPANT RELOCATES TO ONE OF THE COUNTRIES
INCLUDED IN THE APPENDIX, THE SPECIFIC TERMS AND CONDITIONS APPLICABLE TO SUCH
COUNTRY WILL APPLY TO THE OPTION TO THE EXTENT THE CORPORATION DETERMINES THAT
THE APPLICATION OF SUCH TERMS AND CONDITIONS IS NECESSARY OR ADVISABLE IN ORDER
TO COMPLY WITH LOCAL LAW OR FACILITATE THE ADMINISTRATION OF THE PLAN OR THIS
OPTION AGREEMENT.
13.8
APPLICABLE LAW.
EXCEPT AS PROVIDED IN SECTION 13.6, THIS OPTION
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA AS SUCH LAWS
ARE APPLIED TO AGREEMENTS BETWEEN CALIFORNIA RESIDENTS ENTERED INTO AND TO BE
PERFORMED ENTIRELY WITHIN THE STATE OF CALIFORNIA.
FOR PURPOSES OF LITIGATING
ANY DISPUTE THAT ARISES DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP OF THE
PARTIES AS EVIDENCED BY THIS OPTION AGREEMENT, THE PARTIES HEREBY SUBMIT TO AND
CONSENT TO THE JURISDICTION OF THE STATE OF CALIFORNIA AND AGREE THAT SUCH
LITIGATION SHALL BE CONDUCTED ONLY IN THE COURTS OF THE COUNTY OF VENTURA,
CALIFORNIA, OR THE FEDERAL COURTS OF THE UNITED STATES FOR THE CENTRAL DISTRICT
OF CALIFORNIA, AND NO OTHER COURTS, WHERE THIS OPTION AGREEMENT IS MADE AND/OR
PERFORMED.
13.9
COUNTERPARTS.
THE GRANT NOTICE MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
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