THE COMPANY, NOR LIMIT OR AFFECT IN ANY MANNER THE RIGHT OF THE COMPANY OR
STOCKHOLDERS TO TERMINATE THE SERVICE OR ADJUST THE COMPENSATION OF THE
OPTIONEE.
8.
TAXES AND WITHHOLDING.
TO THE EXTENT THAT THE COMPANY SHALL BE
REQUIRED TO WITHHOLD ANY FEDERAL, STATE, LOCAL OR OTHER TAXES IN CONNECTION WITH
COMMON SHARES OBTAINED UPON THE EXERCISE OF THE OPTION RIGHT, AND THE AMOUNTS
AVAILABLE TO THE COMPANY FOR SUCH WITHHOLDING ARE INSUFFICIENT, IT SHALL BE A
CONDITION TO THE DELIVERY OF SUCH COMMON SHARES THAT THE OPTIONEE SHALL PAY SUCH
TAXES OR MAKE PROVISIONS THAT ARE SATISFACTORY TO THE COMPANY FOR THE PAYMENT
THEREOF.
THE OPTIONEE MAY ELECT TO SATISFY ALL OR ANY PART OF ANY SUCH
WITHHOLDING OBLIGATION BY SURRENDERING TO THE COMPANY A PORTION OF THE COMMON
SHARES THAT ARE DELIVERED TO THE OPTIONEE UPON THE EXERCISE OF THE OPTION RIGHT,
AND THE COMMON SHARES SO SURRENDERED BY THE OPTIONEE SHALL BE CREDITED AGAINST
ANY SUCH WITHHOLDING OBLIGATION AT THE MARKET VALUE PER SHARE OF SUCH SHARES ON
THE DATE OF SUCH SURRENDER.
9.
ADJUSTMENTS.
THE BOARD MAY MAKE OR PROVIDE FOR SUCH ADJUSTMENTS
IN THE OPTION PRICE AND IN THE NUMBER AND KIND OF SHARES OF STOCK COVERED BY
THIS AGREEMENT, AS THE BOARD, IN ITS SOLE DISCRETION, EXERCISED IN GOOD FAITH,
MAY DETERMINE IS EQUITABLY REQUIRED TO PREVENT DILUTION OR ENLARGEMENT OF THE
OPTIONEE'S RIGHTS THAT OTHERWISE WOULD RESULT FROM (A) ANY STOCK DIVIDEND, STOCK
SPLIT, COMBINATION OF SHARES, RECAPITALIZATION, OR OTHER CHANGE IN THE CAPITAL
STRUCTURE OF THE COMPANY, (B) ANY MERGER, CONSOLIDATION, SPIN-OFF, SPLIT-OFF,
SPIN-OUT, SPLIT-UP, REORGANIZATION, PARTIAL OR COMPLETE LIQUIDATION, OR OTHER
DISTRIBUTION OF ASSETS (INCLUDING, WITHOUT LIMITATION, A SPECIAL OR LARGE
NON-RECURRING DIVIDEND) OR ISSUANCE OF RIGHTS OR WARRANTS TO PURCHASE
SECURITIES, OR (C) ANY OTHER CORPORATE TRANSACTION OR EVENT HAVING AN EFFECT
SIMILAR TO ANY OF THE FOREGOING.
IN THE EVENT OF ANY SUCH TRANSACTION OR EVENT,
THE BOARD, IN ITS DISCRETION, MAY PROVIDE IN SUBSTITUTION FOR THE OPTION RIGHT
SUCH ALTERNATIVE CONSIDERATION AS IT MAY DETERMINE TO BE EQUITABLE IN THE
CIRCUMSTANCES AND MAY REQUIRE IN CONNECTION THEREWITH THE SURRENDER OF THE
OPTION RIGHT.
10.
Amendments.
Subject to the terms of the Plan, the
Board may modify this Agreement upon written notice to the Optionee.
Any
amendment to the Plan shall be deemed to be an amendment to this Agreement to
the extent that the amendment is applicable hereto.
11.
SEVERABILITY.
IN THE EVENT THAT ONE OR MORE OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE INVALIDATED FOR ANY REASON BY A COURT OF COMPETENT
JURISDICTION, ANY PROVISION SO INVALIDATED SHALL BE DEEMED TO BE SEPARABLE FROM
THE OTHER PROVISIONS HEREOF, AND THE REMAINING PROVISIONS HEREOF SHALL CONTINUE
TO BE VALID AND FULLY ENFORCEABLE.
12.
RELATION TO PLAN.
THE OPTION RIGHT GRANTED UNDER THIS AGREEMENT
AND ALL THE TERMS AND CONDITIONS HEREOF ARE SUBJECT TO THE TERMS AND CONDITIONS
OF THE PLAN.
THIS AGREEMENT AND THE PLAN CONTAIN THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES WITH RESPECT