THERETO.
EMPLOYMENT FOR ANY PERIOD OF TIME (INCLUDING A SUBSTANTIAL PERIOD OF TIME) AFTER
THE AWARD DATE WILL NOT ENTITLE THE OPTIONEE TO ANY PROPORTIONATE VESTING OR
AVOID OR MITIGATE A TERMINATION OF RIGHTS AND BENEFITS UPON OR FOLLOWING A
TERMINATION OF EMPLOYMENT IF THE EXPRESS CONDITIONS TO VESTING PURSUANT TO
SECTION 1 OR 6 HAVE NOT BEEN SATISFIED.
15.
NON-TRANSFERABILITY OF OPTION.
THE OPTION AND ANY OTHER RIGHTS OF
THE OPTIONEE UNDER THIS AGREEMENT OR THE PLAN ARE NONTRANSFERABLE EXCEPT AS
PROVIDED IN SECTION 1.8 OF THE PLAN.
16.
NOTICES.
ANY NOTICE TO BE GIVEN UNDER THE TERMS OF THIS AGREEMENT
SHALL BE IN WRITING AND ADDRESSED TO THE CORPORATION AT ITS PRINCIPAL OFFICE
LOCATED AT 401 WILSHIRE BOULEVARD, SUITE 700, SANTA MONICA, CALIFORNIA 90401, TO
THE ATTENTION OF THE CORPORATE SECRETARY AND TO THE OPTIONEE AT THE ADDRESS
GIVEN BENEATH THE OPTIONEE'S SIGNATURE HERETO, OR AT SUCH OTHER ADDRESS AS
EITHER PARTY MAY HEREAFTER DESIGNATE IN WRITING TO THE OTHER.
17.
EFFECT OF AWARD AGREEMENT.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF ANY SUCCESSOR OR SUCCESSORS OF THE CORPORATION, EXCEPT
TO THE EXTENT THE COMMITTEE DETERMINES OTHERWISE.
18.
ENTIRE AGREEMENT; GOVERNING LAW.
THE PLAN IS INCORPORATED HEREIN BY
REFERENCE.
[SUBJECT TO SECTION 20 BELOW,] THE PLAN AND THIS AGREEMENT
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 THE OPTIONEE WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND MAY NOT BE MODIFIED ADVERSELY TO THE OPTIONEE'S INTEREST EXCEPT BY
MEANS OF A WRITING SIGNED BY THE COMPANY AND THE OPTIONEE.
THE CONSTRUCTIVE
INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE OPTION
SHALL BE GOVERNED BY THE INTERNAL SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW
RULES, OF THE STATE OF MARYLAND.
19.
PLAN.
THE OPTION AND ALL RIGHTS OF THE OPTIONEE WITH RESPECT
THERETO ARE SUBJECT TO, AND THE OPTIONEE AGREES TO BE BOUND BY, ALL OF THE TERMS
AND CONDITIONS OF THE PROVISIONS OF THE PLAN, INCORPORATED HEREIN BY REFERENCE,
TO THE EXTENT SUCH PROVISIONS ARE APPLICABLE TO AWARDS GRANTED TO ELIGIBLE
PERSONS.
THE OPTIONEE ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN, WHICH IS MADE
A PART HEREOF BY THIS REFERENCE, AND AGREES TO BE BOUND BY THE TERMS THEREOF.
UNLESS OTHERWISE EXPRESSLY PROVIDED IN OTHER SECTIONS OF THIS AGREEMENT,
PROVISIONS OF THE PLAN THAT CONFER DISCRETIONARY AUTHORITY ON THE COMMITTEE DO
NOT (AND SHALL NOT BE DEEMED TO) CREATE ANY RIGHTS IN THE OPTIONEE UNLESS
7
such rights are expressly set forth herein or are otherwise in the sole
discretion of the Committee specifically so conferred by appropriate action of
the Committee under the Plan after the date hereof.
20.
[
OTHER AGREEMENTS.
IF ANY PROVISION OF THIS AGREEMENT IS
INCONSISTENT WITH ANY PROVISION OF THE MANAGEMENT CONTINUITY AGREEMENT DATED AS
OF [
MARCH 15, 2002
] BETWEEN THE CORPORATION AND PARTICIPANT AND AS IT MAY BE
AMENDED FROM