SUBSIDIARY:
(A) TO ESTABLISH
ANY OTHER FORMS OF INCENTIVES OR COMPENSATION FOR EMPLOYEES, DIRECTORS OR
CONSULTANTS OF THE COMPANY OR ANY SUBSIDIARY, OR (B) TO GRANT OR ASSUME OPTIONS
OR OTHER RIGHTS OR AWARDS OTHERWISE THAN UNDER THE PLAN IN CONNECTION WITH ANY
PROPER CORPORATE PURPOSE INCLUDING WITHOUT LIMITATION, THE GRANT OR ASSUMPTION
OF OPTIONS IN CONNECTION WITH THE ACQUISITION BY PURCHASE, LEASE, MERGER,
CONSOLIDATION OR OTHERWISE, OF THE BUSINESS, STOCK OR ASSETS OF ANY CORPORATION,
PARTNERSHIP, LIMITED LIABILITY COMPANY, FIRM OR ASSOCIATION.
11.9.
COMPLIANCE WITH LAWS.
THE PLAN, THE GRANTING AND
VESTING OF AWARDS UNDER THE PLAN AND THE ISSUANCE AND DELIVERY OF SHARES OF
COMMON STOCK AND THE PAYMENT OF MONEY UNDER THE PLAN OR UNDER AWARDS GRANTED OR
AWARDED HEREUNDER ARE SUBJECT TO COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE,
LOCAL AND FOREIGN LAWS, RULES AND REGULATIONS (INCLUDING BUT NOT LIMITED TO
FEDERAL, STATE AND FOREIGN SECURITIES LAW AND MARGIN REQUIREMENTS) AND TO SUCH
APPROVALS BY ANY LISTING, REGULATORY OR GOVERNMENTAL AUTHORITY AS MAY, IN THE
OPINION OF COUNSEL FOR THE COMPANY, BE NECESSARY OR ADVISABLE IN CONNECTION
THEREWITH.
ANY SECURITIES DELIVERED UNDER THE PLAN SHALL BE SUBJECT TO SUCH
RESTRICTIONS, AND THE PERSON ACQUIRING SUCH SECURITIES SHALL, IF REQUESTED BY
THE COMPANY, PROVIDE SUCH ASSURANCES AND REPRESENTATIONS TO THE COMPANY AS THE
COMPANY MAY DEEM NECESSARY OR DESIRABLE TO ASSURE COMPLIANCE WITH ALL APPLICABLE
LEGAL REQUIREMENTS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLAN AND
AWARDS GRANTED OR AWARDED HEREUNDER SHALL BE DEEMED AMENDED TO THE EXTENT
NECESSARY TO CONFORM TO SUCH LAWS, RULES AND REGULATIONS.
11.10.
TITLES.
TITLES ARE PROVIDED HEREIN FOR CONVENIENCE ONLY
AND ARE NOT TO SERVE AS A BASIS FOR INTERPRETATION OR CONSTRUCTION OF THE PLAN.
11.11.
GOVERNING LAW.
THE PLAN AND ANY AGREEMENTS HEREUNDER
SHALL BE ADMINISTERED, INTERPRETED AND ENFORCED UNDER THE INTERNAL LAWS OF THE
STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS THEREOF.
29
11.12.
SECTION 409A.
TO THE EXTENT THAT THE ADMINISTRATOR
DETERMINES THAT ANY AWARD GRANTED UNDER THE PLAN IS SUBJECT TO SECTION 409A OF
THE CODE, THE AWARD AGREEMENT EVIDENCING SUCH AWARD SHALL INCORPORATE THE TERMS
AND CONDITIONS REQUIRED BY SECTION 409A OF THE CODE.
TO THE EXTENT APPLICABLE,
THE PLAN AND AWARD AGREEMENTS SHALL BE INTERPRETED IN ACCORDANCE WITH SECTION
409A OF THE CODE AND DEPARTMENT OF TREASURY REGULATIONS AND OTHER INTERPRETIVE
GUIDANCE ISSUED THEREUNDER, INCLUDING WITHOUT LIMITATION ANY SUCH REGULATIONS OR
OTHER GUIDANCE THAT MAY BE ISSUED AFTER THE EFFECTIVE DATE.
NOTWITHSTANDING ANY
PROVISION OF THE PLAN TO THE CONTRARY, IN THE EVENT THAT FOLLOWING THE EFFECTIVE
DATE THE ADMINISTRATOR DETERMINES THAT ANY AWARD MAY BE SUBJECT TO SECTION 409A
OF THE CODE AND RELATED DEPARTMENT OF TREASURY GUIDANCE (INCLUDING SUCH
DEPARTMENT OF TREASURY GUIDANCE AS MAY BE ISSUED AFTER THE EFFECTIVE DATE), THE
ADMINISTRATOR MAY ADOPT SUCH AMENDMENTS TO THE PLAN AND THE APPLICABLE AWARD
AGREEMENT OR ADOPT OTHER POLICIES AND PROCEDURES (INCLUDING AMENDMENTS, POLICIES
AND PROCEDURES WITH RETROACTIVE EFFECT), OR TAKE ANY OTHER ACTIONS, THAT THE
ADMINISTRATOR DETERMINES ARE NECESSARY