PROVISIONS OF THE PLAN, INCLUDING,
WITHOUT LIMITATION, THE AMENDMENT PROVISIONS THEREOF, AND TO SUCH RULES,
REGULATIONS AND INTERPRETATIONS RELATING TO THE PLAN AS MAY BE ADOPTED 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
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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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