STATE OR
FOREIGN SECURITIES LAWS, OR IN THE OPINION OF THE COMPANY'S COUNSEL, SUCH OFFER,
SALE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR QUALIFICATION
THEREUNDER.
GRANTEE AGREES THAT GRANTEE WILL NOT OFFER, SELL OR OTHERWISE
DISPOSE OF ANY SHARES IN ANY MANNER WHICH WOULD: (I) REQUIRE THE COMPANY TO FILE
ANY REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (OR ANY
SIMILAR FILING UNDER STATE LAW) OR TO AMEND OR SUPPLEMENT ANY SUCH FILING OR
(II) VIOLATE OR CAUSE THE COMPANY TO VIOLATE THE SECURITIES ACT, THE RULES AND
REGULATIONS PROMULGATED THEREUNDER OR ANY STATE OR OTHER FEDERAL LAW, OR (III)
VIOLATE ANY AGREEMENT BETWEEN GRANTEE AND THE COMPANY, INCLUDING THIS AGREEMENT.
17.
DESCRIPTIVE HEADINGS.
THE DESCRIPTIVE HEADINGS OF THIS AGREEMENT ARE
INSERTED FOR CONVENIENCE ONLY AND DO NOT CONSTITUTE A PART OF THIS AGREEMENT.
18.
ENTIRE AGREEMENT; GOVERNING LAW.
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 GRANTEE WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT
IS GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.
19.
NOTICES.
ANY NOTICE, DEMAND OR REQUEST REQUIRED OR PERMITTED TO BE GIVEN
BY EITHER THE COMPANY OR THE GRANTEE PURSUANT TO THE TERMS OF THIS AGREEMENT
SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN ON THE DATE AND AT THE TIME
DELIVERED VIA PERSONAL, COURIER OR RECOGNIZED OVERNIGHT DELIVERY SERVICE OR, IF
SENT VIA TELECOPIER, ON THE DATE AND AT THE TIME TELECOPIED WITH CONFIRMATION OF
DELIVERY OR, IF MAILED, ON THE DATE FIVE (5) DAYS AFTER THE DATE OF THE MAILING
(WHICH SHALL BE BY REGULAR, REGISTERED OR CERTIFIED MAIL).
DELIVERY OF A NOTICE
BY TELECOPY (WITH CONFIRMATION) SHALL BE PERMITTED AND SHALL BE CONSIDERED
DELIVERY OF A NOTICE NOTWITHSTANDING THAT IT IS NOT AN ORIGINAL THAT IS
RECEIVED.
IF DIRECTED TO THE GRANTEE, ANY SUCH NOTICE, DEMAND OR REQUEST SHALL
BE SENT TO THE ADDRESS INDICATED AT THE END OF THIS AGREEMENT, OR TO SUCH OTHER
ADDRESS AS THE GRANTEE MAY HEREAFTER SPECIFY IN WRITING.
IF DIRECTED TO THE
COMPANY, ANY SUCH NOTICE, DEMAND OR REQUEST SHALL BE SENT TO THE COMPANY'S
PRINCIPAL EXECUTIVE OFFICE, C/O THE COMPANY'S SECRETARY, OR TO SUCH OTHER
ADDRESS OR PERSON AS THE COMPANY MAY HEREAFTER SPECIFY IN WRITING.
20.
ACKNOWLEDGEMENTS.
BY ACCEPTING THIS AWARD:
A.
THE GRANTEE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AWARD WILL NOT CONFER
ON ANY PERSON ANY LEGAL OR EQUITABLE RIGHT (OTHER THAN THOSE RIGHTS CONSTITUTING
THE AWARD ITSELF) AGAINST THE COMPANY AND/OR ANY AFFILIATE, DIRECTLY OR
INDIRECTLY.
B.
THE GRANTEE ACKNOWLEDGES AND UNDERSTANDS THAT HIS OR HER RIGHTS UNDER THE
PLAN ARE OFFERED TO THE GRANTEE STRICTLY AS AN EMPLOYEE OR DIRECTOR OF THE
COMPANY OR AN AFFILIATE AND THAT THE PLAN IS NOT AN OFFER OF SECURITIES MADE TO
THE GENERAL PUBLIC.
C.
THE GRANTEE AGREES THAT NO COMPENSATION OR BENEFIT ARISING OR