RIGHT TO PURCHASE SHARES, YOU SHALL NOT BE ENTITLED TO EXERCISE ANY VOTING
RIGHTS WITH RESPECT TO SUCH OPTION AND SHALL NOT BE ENTITLED TO RECEIVE
DIVIDENDS OR OTHER DISTRIBUTIONS WITH RESPECT THERETO.
SECTION 6.
NON-TRANSFERABILITY OF OPTIONS.
UNLESS OTHERWISE PROVIDED BY THE
COMMITTEE IN ITS DISCRETION, OPTIONS MAY NOT BE SOLD, ASSIGNED, ALIENATED,
TRANSFERRED, PLEDGED, ATTACHED OR OTHERWISE ENCUMBERED EXCEPT AS PROVIDED IN
SECTION 9(A) OF THE PLAN.
ANY PURPORTED SALE, ASSIGNMENT, ALIENATION, TRANSFER,
PLEDGE, ATTACHMENT OR OTHER ENCUMBRANCE OF AN OPTION IN VIOLATION OF THE
PROVISIONS OF THIS SECTION 6 AND SECTION 9(A) OF THE PLAN SHALL BE VOID.
SECTION 7.
REQUIREMENT OF NOTIFICATION UPON DISQUALIFYING DISPOSITION UNDER
SECTION 421(B) OF THE CODE.
IF YOU SHALL MAKE ANY DISPOSITION OF SHARES
DELIVERED PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE CIRCUMSTANCES
DESCRIBED IN SECTION 421(B) OF THE CODE (RELATING TO CERTAIN DISQUALIFYING
DISPOSITIONS) OR ANY SUCCESSOR PROVISION OF THE CODE, YOU SHALL NOTIFY THE
COMPANY IN WRITING OF SUCH DISPOSITION WITHIN TEN DAYS OF SUCH DISPOSITION.
SECTION 8.
WITHHOLDING, CONSENTS AND LEGENDS.
(A)
WITHHOLDING.
THE DELIVERY
OF 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 APPLICABLE
TRANSFER AGENT TO PLACE A STOP ORDER AGAINST ANY LEGENDED SHARES.
3
SECTION 9.
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 10.
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 11.
DISPUTE RESOLUTION.
(A)
JURISDICTION AND VENUE.
NOTWITHSTANDING
ANY PROVISION IN YOUR EMPLOYMENT AGREEMENT, YOU AND THE COMPANY HEREBY
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