THE PLAN SUCH PERSONAL INFORMATION AS THE
COMMITTEE DEEMS ADVISABLE TO ADMINISTER THE PLAN).
(C)
LEGENDS.
THE COMPANY MAY AFFIX TO CERTIFICATES FOR SHARES ISSUED PURSUANT
TO THIS AWARD AGREEMENT ANY LEGEND THAT THE COMMITTEE DETERMINES TO BE NECESSARY
OR ADVISABLE (INCLUDING TO REFLECT ANY RESTRICTIONS TO WHICH YOU MAY BE SUBJECT
UNDER ANY APPLICABLE SECURITIES LAWS).
THE COMPANY MAY ADVISE THE APPLICABLE
TRANSFER AGENT TO PLACE A STOP ORDER AGAINST ANY LEGENDED SHARES.
SECTION 8.
SUCCESSORS AND ASSIGNS OF THE COMPANY.
THE TERMS AND CONDITIONS OF
THIS AWARD AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE
COMPANY AND ITS SUCCESSORS AND ASSIGNS.
SECTION 9.
COMMITTEE DISCRETION.
THE COMMITTEE SHALL HAVE FULL AND PLENARY
DISCRETION WITH RESPECT TO ANY ACTIONS TO BE TAKEN OR DETERMINATIONS TO BE MADE
IN CONNECTION WITH THIS AWARD AGREEMENT, AND ITS DETERMINATIONS SHALL BE FINAL,
BINDING AND CONCLUSIVE.
SECTION 10.
DISPUTE RESOLUTION.
(A)
JURISDICTION AND VENUE.
NOTWITHSTANDING
ANY PROVISION IN YOUR EMPLOYMENT AGREEMENT, YOU AND THE COMPANY HEREBY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF (I) THE UNITED STATES
DISTRICT COURT FOR THE DISTRICT OF DELAWARE AND (II) THE COURTS OF THE STATE OF
DELAWARE FOR THE PURPOSES OF ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF
THIS AWARD AGREEMENT OR THE PLAN.
YOU AND THE COMPANY AGREE TO COMMENCE ANY
SUCH ACTION, SUIT OR PROCEEDING EITHER IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF DELAWARE OR, IF SUCH ACTION, SUIT OR OTHER PROCEEDING MAY NOT BE
BROUGHT IN SUCH COURT FOR JURISDICTIONAL REASONS, IN THE COURTS OF THE STATE OF
DELAWARE.
YOU AND THE COMPANY FURTHER AGREE THAT SERVICE OF ANY PROCESS,
SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO THE APPLICABLE ADDRESS
SET FORTH IN SECTION 11 OF THIS AWARD AGREEMENT SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN DELAWARE WITH RESPECT TO ANY
MATTERS TO WHICH YOU HAVE SUBMITTED TO JURISDICTION IN THIS SECTION 10(A).
YOU
AND THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE
LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AWARD
AGREEMENT OR THE PLAN IN (A) THE UNITED STATES
3
DISTRICT COURT FOR THE DISTRICT OF DELAWARE OR (B) THE COURTS OF THE STATE OF
DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVE
AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(B)
WAIVER OF JURY TRIAL.
YOU AND THE COMPANY HEREBY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER OF YOU MAY HAVE TO A TRIAL
BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AWARD AGREEMENT OR THE PLAN.
(C)
CONFIDENTIALITY.
YOU HEREBY AGREE TO KEEP CONFIDENTIAL THE EXISTENCE OF,
AND ANY INFORMATION CONCERNING, A DISPUTE DESCRIBED IN THIS SECTION 10, EXCEPT
THAT YOU MAY DISCLOSE INFORMATION