SECTION 15(C) OF THE PLAN, IN THE EVENT OF A CONFLICT
BETWEEN THE TERMS AND CONDITIONS OF THE PLAN AND THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THE TERMS AND CONDITIONS OF THE PLAN SHALL PREVAIL.
UNLESS
OTHERWISE DEFINED HEREIN, THE TERMS DEFINED IN THE PLAN SHALL HAVE THE SAME
DEFINED MEANINGS IN THIS AGREEMENT.
(R)
ANY NOTICE, DEMAND OR REQUEST REQUIRED OR PERMITTED TO BE GIVEN
BY EITHER THE COMPANY OR THE PURCHASER PURSUANT TO THE TERMS OF THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN WHEN DELIVERED PERSONALLY OR
DEPOSITED IN THE U.S. MAIL, FIRST CLASS WITH POSTAGE PREPAID, AND ADDRESSED TO
THE PARTIES AT THE ADDRESSES OF THE PARTIES SET FORTH AT THE END OF THIS
AGREEMENT OR SUCH OTHER ADDRESS AS A PARTY MAY REQUEST BY NOTIFYING THE OTHER IN
WRITING.
Any notice to the Escrow Holder shall be sent to the Company's address with a
copy to the other party hereto.
(S)
THE RIGHTS OF THE COMPANY UNDER THIS AGREEMENT SHALL BE
TRANSFERABLE TO ANY ONE OR MORE PERSONS OR ENTITIES, AND ALL COVENANTS AND
AGREEMENTS HEREUNDER SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY THE
COMPANY'S SUCCESSORS AND ASSIGNS.
THE RIGHTS AND OBLIGATIONS OF THE PURCHASER
UNDER THIS AGREEMENT MAY ONLY BE ASSIGNED WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
-4-
(T)
EITHER PARTY'S FAILURE TO ENFORCE ANY PROVISION OF THIS AGREEMENT
SHALL NOT IN ANY WAY BE CONSTRUED AS A WAIVER OF ANY SUCH PROVISION, NOR PREVENT
THAT PARTY FROM THEREAFTER ENFORCING ANY OTHER PROVISION OF THIS AGREEMENT.
THE
RIGHTS GRANTED BOTH PARTIES HEREUNDER ARE CUMULATIVE AND SHALL NOT CONSTITUTE A
WAIVER OF EITHER PARTY'S RIGHT TO ASSERT ANY OTHER LEGAL REMEDY AVAILABLE TO IT.
(U)
THE PURCHASER AGREES UPON REQUEST TO EXECUTE ANY FURTHER DOCUMENTS
OR INSTRUMENTS NECESSARY OR DESIRABLE TO CARRY OUT THE PURPOSES OR INTENT OF
THIS AGREEMENT.
(V)
PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR
PURCHASING SHARES HEREUNDER).
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.
By Purchaser's signature below, Purchaser represents that he or she is familiar
with the terms and provisions of the Plan, and hereby accepts this Agreement
subject to all of the terms and provisions thereof.
Purchaser has reviewed the
Plan and this Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully understands all
provisions of this Agreement.
Purchaser agrees to accept