OF THE UNITED STATES.
8.
AMENDMENT AND TERMINATION; WAIVER.
SUBJECT TO THE TERMS OF
THE PLAN, THIS AGREEMENT MAY BE MODIFIED OR AMENDED ONLY BY THE WRITTEN
AGREEMENT OF THE PARTIES HERETO.
NOTWITHSTANDING THE FOREGOING, THE
ADMINISTRATOR SHALL HAVE UNILATERAL AUTHORITY TO AMEND THE PLAN AND THIS
AGREEMENT (WITHOUT PARTICIPANT CONSENT) TO THE EXTENT NECESSARY TO COMPLY WITH
APPLICABLE LAWS, RULES OR REGULATIONS OR CHANGES TO APPLICABLE LAWS, RULES OR
REGULATIONS (INCLUDING BUT IN NO WAY LIMITED TO CODE SECTION 409A AND FEDERAL
SECURITIES LAWS).
THE WAIVER BY THE CORPORATION OF A BREACH OF ANY PROVISION OF
THE AGREEMENT BY THE PARTICIPANT SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER
OF ANY SUBSEQUENT BREACH BY THE PARTICIPANT.
9.
NO RIGHTS AS SHAREHOLDER.
THE PARTICIPANT AND HIS LEGAL
REPRESENTATIVE, LEGATEES OR DISTRIBUTEES SHALL NOT BE DEEMED TO BE THE HOLDER OF
ANY SHARES SUBJECT TO THE OPTION AND SHALL NOT HAVE ANY RIGHTS OF A SHAREHOLDER
UNLESS AND UNTIL CERTIFICATES FOR SUCH SHARES HAVE BEEN ISSUED AND DELIVERED TO
HIM OR THEM (OR, IN THE CASE OF UNCERTIFICATED SHARES, OTHER WRITTEN EVIDENCE OF
OWNERSHIP IN ACCORDANCE WITH APPLICABLE LAWS SHALL HAVE BEEN PROVIDED).
2
10.
WITHHOLDING; TAX MATTERS.
(A)
THE PARTICIPANT ACKNOWLEDGES THAT, IF AND TO THE EXTENT
REQUIRED BY APPLICABLE LAWS, RULES OR REGULATIONS, THE CORPORATION SHALL REQUIRE
THE PARTICIPANT TO PAY THE CORPORATION THE AMOUNT OF ANY FEDERAL, STATE, LOCAL,
FOREIGN OR OTHER TAX OR OTHER AMOUNT REQUIRED BY ANY GOVERNMENTAL AUTHORITY TO
BE WITHHELD AND PAID OVER BY THE CORPORATION TO SUCH AUTHORITY FOR THE ACCOUNT
OF THE PARTICIPANT, AND THE PARTICIPANT AGREES, AS A CONDITION TO THE GRANT OF
THE OPTION, TO SATISFY SUCH OBLIGATIONS.
(B)
THE PARTICIPANT ACKNOWLEDGES THAT THE CORPORATION HAS MADE NO
WARRANTIES OR REPRESENTATIONS TO THE PARTICIPANT WITH RESPECT TO THE TAX
CONSEQUENCES (INCLUDING, BUT NOT LIMITED TO, INCOME TAX CONSEQUENCES) RELATED TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND THE PARTICIPANT IS IN NO
MANNER RELYING ON THE CORPORATION OR ITS REPRESENTATIVES FOR AN ASSESSMENT OF
SUCH TAX CONSEQUENCES. THE PARTICIPANT ACKNOWLEDGES THAT THERE MAY BE ADVERSE
TAX CONSEQUENCES UPON THE GRANT OF THE OPTION AND THE ACQUISITION OR DISPOSITION
OF THE SHARES SUBJECT TO THE OPTION AND THAT HE HAS BEEN ADVISED THAT HE SHOULD
CONSULT WITH HIS OWN ATTORNEY, ACCOUNTANT AND/OR TAX ADVISOR REGARDING THE
DECISION TO ENTER INTO THIS AGREEMENT AND THE CONSEQUENCES THEREOF. THE
PARTICIPANT ALSO ACKNOWLEDGES THAT THE CORPORATION HAS NO RESPONSIBILITY TO TAKE
OR REFRAIN FROM TAKING ANY ACTIONS IN ORDER TO ACHIEVE A CERTAIN TAX RESULT FOR
THE PARTICIPANT.
11.
ADMINISTRATION.
THE AUTHORITY TO CONSTRUE AND INTERPRET THIS
AGREEMENT AND THE PLAN, AND TO ADMINISTER ALL ASPECTS OF THE PLAN, SHALL BE
VESTED IN THE ADMINISTRATOR, AND THE ADMINISTRATOR SHALL HAVE ALL POWERS WITH
RESPECT TO THIS AGREEMENT AS ARE PROVIDED IN THE PLAN.
ANY INTERPRETATION OF
THE AGREEMENT BY THE ADMINISTRATOR AND ANY DECISION MADE BY IT WITH RESPECT TO
THE AGREEMENT IS FINAL AND BINDING.
12.
NOTICES.
EXCEPT AS MAY BE