PARTIES AT THE ADDRESSES OF THE PARTIES SET FORTH AT THE END OF THIS
AGREEMENT OR SUCH OTHER ADDRESS AS A PARTY MAY REQUEST BY NOTIFYING THE OTHER IN
WRITING, OR WHEN DELIVERED ELECTRONICALLY PURSUANT TO SECTION 9(C).
Any notice to the Escrow Holder will be sent to the Company's address with a
copy to the other party not sending the notice.
11.
NO WAIVER.
EITHER PARTY'S FAILURE TO ENFORCE ANY PROVISION OR PROVISIONS
OF THIS AGREEMENT WILL NOT IN ANY WAY BE CONSTRUED AS A WAIVER OF ANY SUCH
PROVISION OR PROVISIONS, NOR PREVENT THAT PARTY FROM THEREAFTER ENFORCING EACH
AND EVERY OTHER PROVISION OF THIS AGREEMENT.
THE RIGHTS GRANTED BOTH PARTIES
HEREIN ARE CUMULATIVE AND WILL NOT CONSTITUTE A WAIVER OF EITHER PARTY'S RIGHT
TO ASSERT ALL OTHER LEGAL REMEDIES AVAILABLE TO IT UNDER THE CIRCUMSTANCES.
12.
SUCCESSORS AND ASSIGNS.
THE COMPANY MAY ASSIGN ANY OF ITS RIGHTS UNDER
THIS AGREEMENT TO SINGLE OR MULTIPLE ASSIGNEES, AND THIS AGREEMENT WILL INURE TO
THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE COMPANY.
SUBJECT TO THE
RESTRICTIONS ON TRANSFER HEREIN SET FORTH, THIS AGREEMENT WILL BE BINDING UPON
PURCHASER AND HIS OR HER HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND
ASSIGNS.
13.
INTERPRETATION.
ANY DISPUTE REGARDING THE INTERPRETATION OF THIS
AGREEMENT WILL BE SUBMITTED BY PURCHASER OR BY THE COMPANY FORTHWITH TO THE
ADMINISTRATOR WHICH WILL REVIEW SUCH DISPUTE AT ITS NEXT REGULAR MEETING.
THE
RESOLUTION OF SUCH A DISPUTE BY THE ADMINISTRATOR WILL BE FINAL AND BINDING ON
ALL PARTIES.
14.
GOVERNING LAW; SEVERABILITY.
THIS AGREEMENT IS GOVERNED BY THE INTERNAL
SUBSTANTIVE LAWS BUT NOT THE CHOICE OF LAW RULES, OF CALIFORNIA.
15.
ENTIRE AGREEMENT.
THE PLAN IS INCORPORATED HEREIN BY REFERENCE.
THIS
AGREEMENT (INCLUDING THE EXHIBITS REFERENCED HEREIN), THE PLAN AND THE
INVESTMENT REPRESENTATION STATEMENT CONSTITUTE THE ENTIRE AGREEMENT OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE IN THEIR
ENTIRETY ALL PRIOR UNDERTAKINGS AND AGREEMENTS OF THE COMPANY AND PURCHASER WITH
RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE MODIFIED ADVERSELY TO THE
PURCHASER'S INTEREST EXCEPT BY MEANS OF A WRITING SIGNED BY THE COMPANY AND
PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PLAN OR THIS
AGREEMENT, THE COMPANY RESERVES THE RIGHT TO REVISE THIS AGREEMENT AS IT DEEMS
NECESSARY OR ADVISABLE, IN ITS SOLE DISCRETION AND WITHOUT PURCHASER'S CONSENT,
TO COMPLY WITH SECTION 409A OR TO OTHERWISE AVOID IMPOSITION OF ANY ADDITIONAL
TAX OR INCOME RECOGNITION UNDER SECTION 409A PRIOR TO THE ACTUAL ISSUANCE OF
RESTRICTED STOCK OR PRIOR TO THE LAPSE OF REPURCHASE RIGHTS UNDER THIS
AGREEMENT.
By Purchaser's signature above, Purchaser represents that he or she is familiar
with the terms and provisions of the Plan, and hereby accepts this Agreement
subject to all of the terms and provisions thereof.
Purchaser has reviewed the
Plan and this Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully understands all
provisions of this Agreement.
Purchaser agrees to accept