BY THE
BOARD OR A COMMITTEE OF THE BOARD AND AS MAY BE IN EFFECT FROM TIME TO TIME.
THE PLAN IS INCORPORATED HEREIN BY REFERENCE.
A COPY OF THE PLAN HAS BEEN
DELIVERED TO THE PARTICIPANT.
IF AND TO THE EXTENT THAT THIS AGREEMENT
CONFLICTS OR IS INCONSISTENT WITH THE TERMS, CONDITIONS AND PROVISIONS OF THE
PLAN, THE PLAN SHALL CONTROL, AND THIS AGREEMENT SHALL BE DEEMED TO BE MODIFIED
ACCORDINGLY.
UNLESS OTHERWISE INDICATED, ANY CAPITALIZED TERM USED BUT NOT
DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM IN THE PLAN.
THIS
AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF (OTHER THAN ANY OTHER DOCUMENTS EXPRESSLY CONTEMPLATED
HEREIN OR IN THE PLAN) AND SUPERSEDES ANY PRIOR AGREEMENTS BETWEEN THE COMPANY
AND THE PARTICIPANT WITH RESPECT TO THE SUBJECT MATTER HEREOF.
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