EXERCISE OF THIS OPTION AND THE ISSUANCE OF THE OPTION SHARES UPON SUCH
EXERCISE SHALL BE SUBJECT TO COMPLIANCE BY THE CORPORATION AND OPTIONEE WITH ALL
APPLICABLE REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAW RELATING THERETO.
11.
SUCCESSORS AND ASSIGNS.
EXCEPT TO THE EXTENT OTHERWISE PROVIDED
IN PARAGRAPHS 3 AND 6, THE PROVISIONS OF THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF, AND BE BINDING UPON, THE CORPORATION AND ITS SUCCESSORS AND ASSIGNS
AND OPTIONEE, OPTIONEE'S ASSIGNS AND THE LEGAL REPRESENTATIVES, HEIRS AND
LEGATEES OF OPTIONEE'S ESTATE.
12.
NOTICES.
ANY NOTICE REQUIRED TO BE GIVEN OR DELIVERED TO THE
CORPORATION UNDER THE TERMS OF THIS AGREEMENT SHALL, UNLESS OTHERWISE AUTHORIZED
BY THE CORPORATION IN WRITING, BE IN WRITING AND ADDRESSED TO THE CORPORATION AT
ITS PRINCIPAL CORPORATE OFFICES.
ANY NOTICE REQUIRED TO BE GIVEN OR DELIVERED
TO OPTIONEE SHALL BE IN WRITING AND ADDRESSED TO OPTIONEE AT THE ADDRESS
INDICATED BELOW OPTIONEE'S SIGNATURE LINE ON THE GRANT NOTICE.
ALL NOTICES
SHALL BE DEEMED EFFECTIVE UPON PERSONAL DELIVERY OR UPON DEPOSIT IN THE U.S.
MAIL, POSTAGE PREPAID AND PROPERLY ADDRESSED TO THE PARTY TO BE NOTIFIED.
13.
CONSTRUCTION.
THIS AGREEMENT AND THE OPTION EVIDENCED HEREBY ARE
MADE AND GRANTED PURSUANT TO THE PLAN AND ARE IN ALL RESPECTS LIMITED BY AND
SUBJECT TO THE TERMS OF THE PLAN.
ALL DECISIONS OF THE PLAN ADMINISTRATOR WITH
RESPECT TO ANY QUESTION OR ISSUE ARISING UNDER THE PLAN OR THIS AGREEMENT SHALL
BE CONCLUSIVE AND BINDING ON ALL PERSONS HAVING AN INTEREST IN THIS OPTION.
14.
GOVERNING LAW.
THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
RESORT TO THAT STATE'S CONFLICT-OF-LAWS RULES.
15.
EXCESS SHARES.
IF THE OPTION SHARES COVERED BY THIS AGREEMENT
EXCEED, AS OF THE GRANT DATE, THE NUMBER OF SHARES OF COMMON STOCK WHICH MAY
WITHOUT STOCKHOLDER APPROVAL BE ISSUED UNDER THE PLAN, THEN THIS OPTION SHALL BE
VOID WITH RESPECT TO SUCH EXCESS SHARES, UNLESS STOCKHOLDER APPROVAL OF AN
AMENDMENT SUFFICIENTLY INCREASING THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE
UNDER THE PLAN IS OBTAINED IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN.
16.
ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION.
IN THE EVENT
THIS OPTION IS DESIGNATED AN INCENTIVE OPTION IN THE GRANT NOTICE, THE FOLLOWING
TERMS AND CONDITIONS SHALL ALSO APPLY TO THE GRANT:
6
(I)
THIS OPTION SHALL CEASE TO QUALIFY FOR FAVORABLE TAX TREATMENT AS
AN INCENTIVE OPTION IF (AND TO THE EXTENT) THIS OPTION IS EXERCISED FOR ONE OR
MORE OPTION SHARES: (A) MORE THAN THREE (3) MONTHS AFTER THE DATE OPTIONEE
CEASES TO BE AN EMPLOYEE FOR ANY REASON OTHER THAN DEATH OR PERMANENT DISABILITY
OR (B) MORE THAN TWELVE (12) MONTHS AFTER THE DATE OPTIONEE CEASES TO BE AN
EMPLOYEE BY REASON OF PERMANENT DISABILITY.
(II)
NO INSTALLMENT UNDER THIS OPTION SHALL QUALIFY FOR FAVORABLE TAX
TREATMENT AS AN INCENTIVE OPTION IF (AND TO THE EXTENT) THE AGGREGATE FAIR
MARKET VALUE (DETERMINED AT THE GRANT DATE) OF THE COMMON STOCK