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 18.
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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