BE EQUITABLE IN THE CIRCUMSTANCES AND MAY
REQUIRE IN CONNECTION THEREWITH THE SURRENDER OF THE OPTION.
12.
AVAILABILITY OF COMMON SHARES.
THE COMPANY SHALL AT ALL TIMES
UNTIL THE EXPIRATION OF THE OPTION RESERVE AND KEEP AVAILABLE, EITHER IN ITS
TREASURY OR OUT OF ITS AUTHORIZED BUT UNISSUED COMMON SHARES, THE FULL NUMBER OF
OPTIONED SHARES DELIVERABLE UPON THE EXERCISE OF THE OPTION.
13.
AMENDMENTS.
ANY AMENDMENT TO THE PLAN SHALL BE DEEMED TO BE AN
AMENDMENT TO THIS AGREEMENT TO THE EXTENT THAT THE AMENDMENT IS APPLICABLE
HERETO; PROVIDED, HOWEVER, THAT NO AMENDMENT SHALL ADVERSELY AFFECT THE RIGHTS
OF THE OPTIONEE UNDER THIS AGREEMENT WITHOUT THE OPTIONEE'S CONSENT.
14.
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.
15.
RELATION TO PLAN.
THIS AGREEMENT IS SUBJECT TO THE TERMS AND
CONDITIONS OF THE PLAN.
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE
PROVISIONS OF THIS AGREEMENT AND THE PLAN, THE PLAN SHALL GOVERN.
CAPITALIZED
TERMS USED HEREIN WITHOUT DEFINITION SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN
THE PLAN.
THE COMMITTEE ACTING PURSUANT TO THE PLAN, AS CONSTITUTED FROM TIME
TO TIME, SHALL, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, HAVE THE RIGHT TO
DETERMINE ANY QUESTIONS WHICH ARISE IN CONNECTION WITH THE OPTION OR ITS
EXERCISE.
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16.
SUCCESSORS AND ASSIGNS.
WITHOUT LIMITING SECTION 4 HEREOF, THE
PROVISIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON,
THE SUCCESSORS, ADMINISTRATORS, HEIRS, LEGAL REPRESENTATIVES AND ASSIGNS OF THE
OPTIONEE, AND THE SUCCESSORS AND ASSIGNS OF THE COMPANY.
17.
GOVERNING LAW.
THE INTERPRETATION, PERFORMANCE, AND ENFORCEMENT
OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
EACH PARTY
TO THIS AGREEMENT HEREBY CONSENTS AND SUBMITS HIMSELF, HERSELF OR ITSELF TO THE
JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE FOR THE PURPOSES OF ANY
LEGAL ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.
18.
NOTICES.
ANY NOTICE TO THE COMPANY PROVIDED FOR HEREIN SHALL BE
IN WRITING TO THE COMPANY AND ANY NOTICE TO THE OPTIONEE SHALL BE ADDRESSED TO
THE OPTIONEE AT HIS OR HER ADDRESS ON FILE WITH THE COMPANY.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, ANY WRITTEN NOTICE SHALL BE DEEMED TO BE DULY GIVEN
IF AND WHEN DELIVERED PERSONALLY OR SENT BY REGISTERED MAIL OR ELECTRONIC MEANS
OF COMMUNICATION, AND ADDRESSED AS AFORESAID.
ANY PARTY MAY CHANGE THE ADDRESS
TO WHICH NOTICES ARE TO BE GIVEN HEREUNDER BY NOTICE TO THE OTHER PARTY AS
HEREIN SPECIFIED (PROVIDED THAT FOR THIS PURPOSE ANY MAILED NOTICE SHALL BE
DEEMED GIVEN ON THE THIRD BUSINESS DAY FOLLOWING DEPOSIT OF THE SAME IN THE
MAIL).
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IN WITNESS WHEREOF, the Company has caused this Agreement