IF THE OPTIONEE WAS THE SOLE
OWNER OF THIS OPTION.
THIS APPOINTMENT IS COUPLED WITH AN INTEREST AND IS
IRREVOCABLE.
4
5.4
Modifications.
This Agreement may be
amended, altered or modified only by a writing signed by each of the parties
hereto.
5.5
APPLICATION TO OTHER STOCK.
IN THE EVENT
ANY CAPITAL STOCK OF THE COMPANY OR ANY OTHER CORPORATION SHALL BE DISTRIBUTED
ON, WITH RESPECT TO, OR IN EXCHANGE FOR SHARES OF COMMON STOCK AS A STOCK
DIVIDEND, STOCK SPLIT, RECLASSIFICATION OR RECAPITALIZATION IN CONNECTION WITH
ANY MERGER OR REORGANIZATION OR OTHERWISE, ALL RESTRICTIONS, RIGHTS AND
OBLIGATIONS SET FORTH IN THIS AGREEMENT SHALL APPLY WITH RESPECT TO SUCH OTHER
CAPITAL STOCK TO THE SAME EXTENT AS THEY ARE, OR WOULD HAVE BEEN APPLICABLE, TO
THE OPTION SHARES ON OR WITH RESPECT TO WHICH SUCH OTHER CAPITAL STOCK WAS
DISTRIBUTED.
5.6
ADDITIONAL DOCUMENTS.
EACH PARTY AGREES TO
EXECUTE ANY AND ALL FURTHER DOCUMENTS AND WRITINGS, AND TO PERFORM SUCH OTHER
ACTIONS, WHICH MAY BE OR BECOME REASONABLY NECESSARY OR EXPEDIENT TO BE MADE
EFFECTIVE AND CARRY OUT THIS AGREEMENT.
5.7
NO THIRD-PARTY BENEFITS.
EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF THE PROVISIONS OF THIS
AGREEMENT SHALL BE FOR THE BENEFIT OF, OR ENFORCEABLE BY, ANY THIRD-PARTY
BENEFICIARY.
5.8
SUCCESSORS AND ASSIGNS.
EXCEPT AS PROVIDED
HEREIN TO THE CONTRARY, THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES, THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
5.9
NO ASSIGNMENT.
EXCEPT AS OTHERWISE PROVIDED
IN THIS AGREEMENT, THE OPTIONEE MAY NOT ASSIGN ANY OF HIS, HER OR ITS RIGHTS
UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, WHICH
CONSENT MAY BE WITHHELD IN ITS SOLE DISCRETION.
THE COMPANY SHALL BE PERMITTED
TO ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, BUT NO SUCH ASSIGNMENT
SHALL RELEASE THE COMPANY OF ANY OBLIGATIONS PURSUANT TO THIS AGREEMENT.
5.10
SEVERABILITY.
THE VALIDITY, LEGALITY OR
ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT SHALL NOT BE AFFECTED EVEN IF
ONE OR MORE OF THE PROVISIONS OF THIS AGREEMENT SHALL BE HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT.
5.11
EQUITABLE RELIEF.
THE OPTIONEE ACKNOWLEDGES
THAT, IN THE EVENT OF A THREATENED OR ACTUAL BREACH OF ANY OF THE PROVISIONS OF
THIS AGREEMENT, DAMAGES ALONE WILL BE AN INADEQUATE REMEDY, AND SUCH BREACH WILL
CAUSE THE COMPANY GREAT, IMMEDIATE AND IRREPARABLE INJURY AND DAMAGE.
ACCORDINGLY, THE OPTIONEE AGREES THAT THE COMPANY SHALL BE ENTITLED TO
INJUNCTIVE AND OTHER EQUITABLE RELIEF, AND THAT SUCH RELIEF SHALL BE IN ADDITION
TO, AND NOT IN LIEU OF, ANY REMEDIES IT MAY HAVE AT LAW OR UNDER THIS AGREEMENT.
5.12
ARBITRATION.
5.12.1
GENERAL.
ANY CONTROVERSY, DISPUTE, OR CLAIM BETWEEN THE
PARTIES TO THIS AGREEMENT, INCLUDING ANY CLAIM ARISING OUT OF, IN CONNECTION
WITH, OR IN RELATION TO THE FORMATION, INTERPRETATION, PERFORMANCE OR BREACH OF
THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION, BEFORE A SINGLE
ARBITRATOR, IN ACCORDANCE WITH THIS SECTION 5.12 AND THE THEN MOST APPLICABLE
RULES OF THE