CONCEPTS, FORMATS, SUGGESTIONS, DEVELOPMENTS,
ARRANGEMENTS, PACKAGES, COMPUTER PROGRAMS AND OTHER INTELLECTUAL PROPERTIES THAT
THE OPTIONEE MAY ACQUIRE, OBTAIN, DEVELOP, OR CREATE IN CONNECTION WITH THE
OPTIONEE'S EMPLOYMENT OR SERVICE, FREE AND CLEAR OF ANY CLAIMS BY THE OPTIONEE
(OR ANYONE CLAIMING UNDER THE OPTIONEE) OF ANY KIND OR CHARACTER WHATSOEVER.
THE OPTIONEE SHALL, AT THE REQUEST OF THE COMPANY, EXECUTE SUCH ASSIGNMENTS,
CERTIFICATES OR OTHER INSTRUMENTS AS THE COMPANY MAY FROM TIME TO TIME DEEM
NECESSARY OR DESIRABLE TO EVIDENCE ESTABLISH, MAINTAIN, PERFECT, PROTECT,
ENFORCE, OR DEFEND ITS RIGHT, OR TITLE AND INTEREST IN OR TO ANY SUCH
PROPERTIES.
10.
THE PLAN.
THE OPTIONEE HAS RECEIVED A COPY OF THE PLAN IN ITS PRESENT
FORM, HAS READ THE PLAN AND IS FAMILIAR WITH ITS TERMS, AND HEREBY ACCEPTS THE
OPTION SUBJECT TO ALL OF THE TERMS AND PROVISIONS OF THE PLAN.
PURSUANT TO THE
PLAN, THE BOARD IS AUTHORIZED TO INTERPRET THE PLAN AND
4
TO ADOPT RULES AND REGULATIONS NOT INCONSISTENT WITH THE PLAN AS IT DEEMS
APPROPRIATE.
THE OPTIONEE HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND
FINAL ALL DECISIONS OR INTERPRETATIONS OF THE BOARD REGARDING ANY QUESTIONS
ARISING UNDER THE PLAN OR THIS AGREEMENT.
11.
MARKET STAND-OFF.
THE OPTIONEE AGREES THAT, IN CONNECTION WITH ANY PUBLIC
OFFERING BY THE COMPANY OF ITS EQUITY SECURITIES PURSUANT TO A REGISTRATION
STATEMENT FILED UNDER THE EXCHANGE ACT, HE WILL NOT SELL, MAKE ANY SHORT SALE
OF, LOAN, HYPOTHECATE, PLEDGE, GRANT ANY OPTION FOR THE PURCHASE OF OR OTHERWISE
DISPOSE OF ANY SHARES WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR ITS
UNDERWRITERS, FOR SUCH PERIOD OF TIME BEFORE OR AFTER THE EFFECTIVE DATE OF SUCH
REGISTRATION AS MAY BE REASONABLY REQUESTED BY THE COMPANY OR SUCH UNDERWRITERS.
12.
TAX CONSEQUENCES.
THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THIS
OPTION (OR THE PURCHASE OR SALE OF THE SHARES SUBJECT HERETO) WILL BE SUBJECT TO
PARTICULAR TAX TREATMENT.
THE OPTIONEE ACKNOWLEDGES THAT HE HAS REVIEWED WITH
HIS OWN TAX ADVISORS THE TAX TREATMENT OF THIS OPTION (INCLUDING THE PURCHASE
AND SALE OF SHARES SUBJECT HERETO) AND IS RELYING SOLELY ON THOSE ADVISORS IN
THAT REGARD.
THE OPTIONEE UNDERSTANDS THAT HE (AND NOT THE COMPANY) WILL BE
RESPONSIBLE FOR HIS OWN TAX LIABILITIES ARISING IN CONNECTION WITH THIS OPTION.
13.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE OTHER DOCUMENTS
REFERENCED HEREIN, REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE PARTIES REGARDING
THE OPTION, AND MERGES AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS,
AGREEMENTS AND UNDERSTANDINGS OF EVERY NATURE ON THAT TOPIC.
14.
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE APPLICATION
OF THE PRINCIPLES OF CONFLICTS OF LAWS.
ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT WILL BE INSTITUTED IN A STATE OR FEDERAL COURT IN THE
COMMONWEALTH OF PENNSYLVANIA, AND EXECUTIVE AND THE COMPANY HEREBY CONSENT TO
THE PERSONAL AND EXCLUSIVE JURISDICTION OF SUCH COURT(S) AND HEREBY WAIVE ANY
OBJECTION(S) THAT THEY MAY HAVE TO