NOTICES TO BE GIVEN TO IT OR HIM. ANY NOTICE WHICH IS REQUIRED TO BE GIVEN TO
THE HOLDER SHALL, IF THE HOLDER IS THEN DECEASED, BE GIVEN TO THE HOLDER'S
PERSONAL REPRESENTATIVE IF SUCH REPRESENTATIVE HAS PREVIOUSLY INFORMED THE
COMPANY OF HIS STATUS AND ADDRESS BY WRITTEN NOTICE UNDER THIS SECTION 4.3.
ANY
NOTICE SHALL HAVE BEEN DEEMED DULY GIVEN WHEN ENCLOSED IN A PROPERLY SEALED
ENVELOPE OR WRAPPER ADDRESSED AS AFORESAID, DEPOSITED (WITH POSTAGE PREPAID) IN
A POST OFFICE OR BRANCH POST OFFICE REGULARLY MAINTAINED BY THE UNITED STATES
POSTAL SERVICE.
4.4
RIGHTS AS STOCKHOLDER.
EXCEPT AS OTHERWISE PROVIDED HEREIN, UPON
DELIVERY OF THE SHARES TO THE ESCROW HOLDER PURSUANT TO SECTION 4.2, THE HOLDER
SHALL HAVE ALL THE RIGHTS OF A STOCKHOLDER WITH RESPECT TO SAID SHARES, SUBJECT
TO THE RESTRICTIONS HEREIN, INCLUDING THE RIGHT TO VOTE THE SHARES AND TO
RECEIVE ALL DIVIDENDS OR OTHER DISTRIBUTIONS PAID OR MADE WITH RESPECT TO THE
SHARES; PROVIDED, HOWEVER, THAT ANY AND ALL SHARES OF COMMON STOCK RECEIVED BY
THE HOLDER WITH RESPECT TO SUCH SHARES AS A RESULT OF STOCK DIVIDENDS, STOCK
SPLITS OR ANY OTHER FORM OF RECAPITALIZATION SHALL ALSO BE SUBJECT TO THE
FORFEITURE RESTRICTION AND THE TRANSFER RESTRICTION UNTIL SUCH RESTRICTIONS ON
THE UNDERLYING SHARES LAPSE OR ARE REMOVED PURSUANT TO THIS AGREEMENT.
4.5
TITLES.
TITLES ARE PROVIDED HEREIN FOR CONVENIENCE ONLY AND ARE
NOT TO SERVE AS A BASIS FOR INTERPRETATION OR CONSTRUCTION OF THIS AGREEMENT.
5
4.6
CONFORMITY TO SECURITIES LAWS.
THE HOLDER ACKNOWLEDGES THAT THE
PLAN AND THIS AGREEMENT ARE INTENDED TO CONFORM TO THE EXTENT NECESSARY WITH ALL
PROVISIONS OF
ALL APPLICABLE FEDERAL AND STATE LAWS, RULES AND REGULATIONS
(INCLUDING BUT NOT LIMITED TO, THE SECURITIES ACT AND THE EXCHANGE ACT) AND TO
SUCH APPROVALS BY ANY LISTING, REGULATORY OR OTHER GOVERNMENTAL AUTHORITY AS
MAY, IN THE OPINION OF COUNSEL FOR THE COMPANY, BE NECESSARY OR ADVISABLE IN
CONNECTION THEREWITH.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS
AGREEMENT SHALL BE ADMINISTERED, AND THE SHARES SHALL BE ISSUED, ONLY IN SUCH A
MANNER AS TO CONFORM TO SUCH LAWS, RULES AND REGULATIONS. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE PLAN, THIS AGREEMENT AND THE SHARES ISSUED
HEREUNDER SHALL BE DEEMED AMENDED TO THE EXTENT NECESSARY TO CONFORM TO SUCH
LAWS, RULES AND REGULATIONS.
4.7
LIMITATIONS APPLICABLE TO SECTION 16 PERSONS.
NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT OR THE PLAN, THIS AGREEMENT SHALL BE SUBJECT
TO ANY ADDITIONAL LIMITATIONS SET FORTH IN ANY APPLICABLE EXEMPTIVE RULE UNDER
SECTION 16 OF THE EXCHANGE ACT (INCLUDING ANY AMENDMENT TO RULE 16B-3) THAT ARE
REQUIREMENTS FOR THE APPLICATION OF SUCH EXEMPTIVE RULE.
TO THE EXTENT
PERMITTED BY APPLICABLE LAW AND THE PLAN, THIS AGREEMENT SHALL BE DEEMED AMENDED
TO THE EXTENT NECESSARY TO CONFORM TO SUCH APPLICABLE EXEMPTIVE RULE.
4.8
GOVERNING LAW.
THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION, VALIDITY, ADMINISTRATION, ENFORCEMENT AND PERFORMANCE OF THE
TERMS OF THIS AGREEMENT REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER