DATE OF SUCH APPROVAL); BUT PROVIDED FURTHER, THAT INCENTIVE
STOCK OPTIONS GRANTED PRIOR TO SUCH 10TH ANNIVERSARY MAY EXTEND BEYOND THAT
DATE.
SECTION 14.
INVALID PROVISIONS. IN THE EVENT THAT ANY PROVISION OF THIS
PLAN IS FOUND TO BE INVALID OR OTHERWISE UNENFORCEABLE UNDER ANY APPLICABLE LAW,
SUCH INVALIDITY OR UNENFORCEABILITY WILL NOT BE CONSTRUED AS RENDERING ANY OTHER
PROVISIONS CONTAINED HEREIN AS INVALID OR UNENFORCEABLE, AND ALL SUCH OTHER
PROVISIONS WILL BE GIVEN FULL FORCE AND EFFECT TO THE SAME EXTENT AS THOUGH THE
INVALID OR UNENFORCEABLE PROVISION WAS NOT CONTAINED HEREIN.
SECTION 15.
GOVERNING LAW. THE PLAN AND ALL AWARDS GRANTED HEREUNDER WILL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS AND JUDICIAL DECISIONS
OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE APPLICATION OF THE
PRINCIPLES OF CONFLICTS OF LAWS.
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SECTION 16.
BOARD ACTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH IN THE PLAN, ANY AND ALL ACTIONS OF THE BOARD OR COMMITTEE, AS THE CASE
MAY BE, TAKEN UNDER OR IN CONNECTION WITH THE PLAN AND ANY AGREEMENTS,
INSTRUMENTS, DOCUMENTS, CERTIFICATES OR OTHER WRITINGS ENTERED INTO, EXECUTED,
GRANTED, ISSUED AND/OR DELIVERED PURSUANT TO THE TERMS HEREOF, WILL BE SUBJECT
TO AND LIMITED BY ANY AND ALL VOTES, CONSENTS, APPROVALS, WAIVERS OR OTHER
ACTIONS OF ALL OR CERTAIN STOCKHOLDERS OF THE COMPANY OR OTHER PERSONS REQUIRED
BY:
(A)
THE COMPANY'S CERTIFICATE OF INCORPORATION (AS THE SAME MAY BE AMENDED
AND/OR RESTATED FROM TIME TO TIME);
(B)
THE COMPANY'S BYLAWS (AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME
TO TIME); AND
(C)
ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR WRITING NOW OR HEREAFTER
EXISTING, BETWEEN OR AMONG THE COMPANY AND ITS STOCKHOLDERS OR OTHER PERSONS (AS
THE SAME MAY BE AMENDED FROM TIME TO TIME).
SECTION 17.
NOTICES. ANY NOTICE TO BE GIVEN TO THE COMPANY PURSUANT TO THE
PROVISIONS OF THIS PLAN MUST BE GIVEN IN WRITING AND ADDRESSED, IF TO THE
COMPANY, TO ITS PRINCIPAL EXECUTIVE OFFICE TO THE ATTENTION OF ITS CHIEF
FINANCIAL OFFICER (OR SUCH OTHER PERSON AS THE COMPANY MAY DESIGNATE IN WRITING
FROM TIME TO TIME), AND, IF TO A PARTICIPANT, TO THE ADDRESS CONTAINED IN THE
COMPANY'S PERSONNEL FILES, OR AT SUCH OTHER ADDRESS AS THAT PARTICIPANT MAY
HEREAFTER DESIGNATE IN WRITING TO THE COMPANY. ANY SUCH NOTICE WILL BE DEEMED
DULY GIVEN: IF DELIVERED PERSONALLY OR VIA RECOGNIZED OVERNIGHT DELIVERY
SERVICE, ON THE DATE AND AT THE TIME SO DELIVERED; IF SENT VIA TELECOPIER OR
EMAIL, ON THE DATE AND AT THE TIME TELECOPIED OR EMAILED WITH CONFIRMATION OF
DELIVERY; OR, IF MAILED, FIVE (5) DAYS AFTER THE DATE OF MAILING BY REGISTERED
OR CERTIFIED MAIL.
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