ARISES DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP
OF THE PARTIES EVIDENCED BY THE OPTION OR THIS AWARD AGREEMENT, THE PARTIES
HEREBY SUBMIT TO AND CONSENT TO THE EXCLUSIVE JURISDICTION OF THE STATE OF
CALIFORNIA AND AGREE THAT SUCH LITIGATION SHALL BE CONDUCTED ONLY IN THE COURTS
OF THE COUNTY OF ALAMEDA, STATE OF CALIFORNIA, OR THE FEDERAL COURTS FOR THE
UNITED STATES FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND NO OTHER COURTS,
WHERE THIS GRANT IS MADE AND/OR TO BE PERFORMED.
N.
LANGUAGE.
IF PARTICIPANT RECEIVED THIS AWARD AGREEMENT OR ANY
OTHER DOCUMENT RELATED TO THE PLAN TRANSLATED INTO A LANGUAGE OTHER THAN ENGLISH
AND IF THE MEANING OF THE TRANSLATED VERSION DIFFERS FROM THE ENGLISH VERSION,
THE ENGLISH VERSION SHALL CONTROL.
O.
SEVERABILITY.
THE PROVISIONS OF THIS AWARD AGREEMENT ARE
SEVERABLE AND IF ANY ONE OR MORE PROVISIONS ARE DETERMINED TO BE ILLEGAL OR
OTHERWISE UNENFORCEABLE, IN WHOLE OR IN PART, THE REMAINING PROVISIONS SHALL
NEVERTHELESS BE BINDING AND ENFORCEABLE.
P.
APPENDIX.
NOTWITHSTANDING ANY PROVISIONS IN THIS AWARD
AGREEMENT, THE OPTION GRANTED TO PARTICIPANT SHALL BE SUBJECT TO ANY SPECIAL
TERMS AND CONDITIONS SET FORTH IN ANY APPENDIX TO THIS AWARD AGREEMENT FOR
PARTICIPANT'S COUNTRY.
MOREOVER, IF PARTICIPANT RELOCATES TO ONE OF THE
COUNTRIES INCLUDED IN THE APPENDIX, THE SPECIAL TERMS AND CONDITIONS FOR SUCH
COUNTRY SHALL APPLY TO PARTICIPANT, TO THE EXTENT THE COMPANY DETERMINES THAT
THE
5
APPLICATION OF SUCH TERMS AND CONDITIONS IS NECESSARY OR ADVISABLE IN ORDER TO
COMPLY WITH LOCAL LAW OR TO FACILITATE THE ADMINISTRATION OF THE PLAN.
THE
APPENDIX CONSTITUTES PART OF THIS AWARD AGREEMENT.
Q.
IMPOSITION OF OTHER REQUIREMENTS.
THE COMPANY RESERVES THE RIGHT
TO IMPOSE OTHER REQUIREMENTS ON PARTICIPANT'S PARTICIPATION IN THE PLAN, ON THE
OPTION AND ON ANY SHARES ACQUIRED UNDER THE PLAN, TO THE EXTENT THE COMPANY
DETERMINES IT IS NECESSARY OR ADVISABLE IN ORDER TO COMPLY WITH LOCAL LAW OR
FACILITATE THE ADMINISTRATION OF THE PLAN, AND TO REQUIRE PARTICIPANT TO EXECUTE
ANY ADDITIONAL AGREEMENTS OR UNDERTAKING THAT MAY NECESSARY TO ACCOMPLISH THE
FOREGOING.
R.
NO GUARANTEE OF CONTINUED SERVICE.
PARTICIPANT ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS AN ACTIVE SERVICE PROVIDER AT THE WILL OF THE
COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER.
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD
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 WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE RIGHT OF
THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO
TERMINATE PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.
By Participant's receipt of this Award Agreement, Participant and the Company
agree that this Option