RESPECTIVE
EXPECTATIONS OR RECIPROCAL OBLIGATIONS OF THE PARTIES OR THE PRACTICAL
REALIZATION OF THE BENEFITS THAT WOULD OTHERWISE BE CONFERRED UPON THE PARTIES.
THE PARTIES WILL ENDEAVOR, IN GOOD FAITH NEGOTIATIONS, TO REPLACE THE
PROHIBITED, INVALID OR UNENFORCEABLE PROVISION(S) WITH A VALID PROVISION(S), THE
EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE PROHIBITED, INVALID OR
UNENFORCEABLE PROVISION(S).
7
(E)
ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT SUPERSEDES ALL
OTHER PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE COMPANY AND THE INSIDER WITH
RESPECT TO THE MATTERS DISCUSSED HEREIN, AND THIS AGREEMENT, TOGETHER WITH THE
PLANS AND ANY RELATED STOCK OPTION GRANT MATERIALS, CONTAINS THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS COVERED HEREIN.
NO
PROVISION OF THIS AGREEMENT MAY BE AMENDED OTHER THAN BY AN INSTRUMENT IN
WRITING SIGNED BY THE COMPANY AND THE INSIDER. NO PROVISIONS HERETO MAY BE
WAIVED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM
ENFORCEMENT IS SOUGHT.
(F)
TERMINATION; SURVIVAL.
THIS AGREEMENT, INCLUDING THE
LIMITATIONS AND RESTRICTIONS CONTAINED HEREIN, SHALL TERMINATE UPON THE EARLIER
OF (I) A UNANIMOUS, GOOD FAITH DETERMINATION BY THE BOARD OF DIRECTORS OF THE
COMPANY THAT THE EXERCISE OF ALL OPTIONS OWNED BY THE INSIDER AND THE OTHER
INSIDERS WOULD NOT ADVERSELY IMPACT IN A MATERIAL RESPECT THE TIME PERIOD IN
WHICH THE COMPANY COULD USE THE NOLS OR LIMIT OR IMPAIR THE AVAILABILITY TO THE
COMPANY OF THE NOLS AND (II) 12:01AM ON JANUARY 1, 2022; PROVIDED, THAT,
NOTWITHSTANDING ANY SUCH TERMINATION, THE TERMS AND CONDITIONS OF AND AMENDMENT
TO THE INSIDER'S STOCK OPTION AGREEMENTS AND/OR MODIFICATION OF THE TERMS OF ANY
OPTION GRANTED UNDER THE UNDERLYING PLANS CONTEMPLATED BY SECTION 3(D) SHALL
SURVIVE INDEFINITELY.
FOLLOWING THE TERMINATION OF THIS AGREEMENT BY REASON OF
THIS SECTION 4(F), THE INSIDER MAY BOTH FREELY EXERCISE HIS OPTIONS DURING ANY
EXERCISE PERIOD CONTEMPLATED BY THE PLANS OR ANY GRANT DOCUMENTATION WITH
RESPECT TO OPTIONS GRANTED TO THE INSIDER (INCLUDING, WITHOUT LIMITATION,
SECTION 4 OF THE COMPANY'S STANDARD STOCK OPTION GRANT AGREEMENT) AND FREELY
PURCHASE AND SELL COMPANY EQUITY.
(G)
INSIDER RELEASE.
IF THE INSIDER EXERCISES OPTIONS OR
PURCHASES EQUITY SECURITIES OF THE COMPANY IN COMPLIANCE WITH THE TERMS AND
CONDITIONS OF THIS AGREEMENT, THE COMPANY HEREBY RELEASES AND DISCHARGES THE
INSIDER FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, UNPAID
FEES, AMOUNTS DUE, LOSSES, COSTS, CAUSES OF ACTION, EXPENSES (INCLUDING
ATTORNEYS' FEES AND COSTS) AND OBLIGATIONS OF ANY KIND OR NATURE WHATSOEVER,
WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ASSERTED OR UNASSERTED,
CONTINGENT OR LIQUIDATED, PAST, PRESENT OR FUTURE, WHICH THE COMPANY THEN HOLDS
OR COULD THEREAFTER HAVE, ARISING OUT OF SUCH OPTION EXERCISE OR SUCH PURCHASE
OR SALE OF COMPANY SECURITIES CAUSING THE COMPANY TO EXPERIENCE AN "OWNERSHIP
CHANGE," AS DEFINED IN SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, OR
OTHERWISE JEOPARDIZING OR ADVERSELY AFFECTING THE NOLS.
(H)
ASSIGNMENT.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
HEREUNDER MAY NOT BE ASSIGNED OR TRANSFERRED BY EITHER PARTY WITHOUT THE PRIOR